Common use of Exchange Rates Clause in Contracts

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article 2) 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 to be determined at the rate of exchange quoted on the applicable Bloomberg screen page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness. (c) Notwithstanding the foregoing, for purposes of determining compliance with Article VII (and, in each case, other definitions used therein) with respect to the amount of any Indebtedness, Lien, Disposition, Investment, Restricted Payment or other applicable 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 or Lien is incurred or such Disposition, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Disposition, Investment, Restricted Payment or other applicable transaction at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article Sections 2, 12 and 13) or any of the other Loan Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted on by the applicable Bloomberg screen page Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen pageReuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining the Consolidated Senior First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts Hedge 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) Notwithstanding the foregoing, for purposes of determining compliance with Article VII 10 and the definitions of “Asset Sale,” “Permitted Investments” and “Permitted Liens” (and, in each case, other definitions used therein) with respect to the amount of any Indebtedness, Lien, DispositionAsset Sale, disposition, Investment, Restricted Payment or other applicable 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 or Lien is incurred or such Dispositiondisposition, Asset Sale, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Dispositiondisposition, Asset Sale, Investment, Restricted Payment or other applicable transaction at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article Sections 2, 12 and 13) or any of the other Loan Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted on by the applicable Bloomberg screen page Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen pageReuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining the Consolidated Senior First Lien Net Leverage Ratio, Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts Hedge 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) Notwithstanding the foregoing, for purposes of determining compliance with Article VII Section 9.7, Section 9.10 and Section 10 and the definitions of “Asset Sale,” “Permitted Investments”, “Permitted Liens” and “Unrestricted Subsidiaries” (and, in each case, other definitions used therein) or any other Basket determined based on a Dollar denominated amount with respect to the amount of any Indebtedness, Lien, DispositionAsset Sale, disposition, Investment, Restricted Payment Payment, Affiliate transaction or other applicable transaction or designation in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness or Lien is incurred or such Dispositiondisposition, Asset Sale, Investment, Restricted Payment Payment, Affiliate transaction or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Dispositiondisposition, Asset Sale, Investment, Restricted Payment Payment, Affiliate transaction or other applicable transaction or designation at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). For the avoidance of doubt, without limitation, no Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Section 10 or Section 11 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the last day of the Test Period immediately preceding the fiscal quarter or month in which such determination occurs or in respect of which such determination is being made. (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article 2) 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 to be determined at the rate of exchange quoted on the applicable Bloomberg screen page for the applicable currency at 11:00 a.m. (London time) on such day (or, Except as provided in the event such rate does not appear on any Bloomberg screen page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by last two sentences of this paragraph: (i) the Administrative Agent shall determine the US Dollar Equivalent of any Borrowing denominated in Euros, other than a Swingline Loan denominated in Euros, as of the date of the commencement of the initial Interest Period therefor and as of the Lead Borrower, ordate of the commencement of each subsequent Interest Period therefor, in each case using the absence of such agreement, by reference Exchange Rate for Euros in relation to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall 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 Dollars in effect on the date that is two Business Days prior to the date on which the applicable Interest Period shall commence, and each such amount shall be the US Dollar Equivalent of determination such Borrowing until the next required calculation thereof pursuant to this sentence; (ii) the Administrative Agent shall determine the US Dollar Equivalent of any Letter of Credit denominated in a currency other than Dollars as of the Dollar equivalent date such Letter of Credit 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 on the date that is two Business Days prior to the date on which such Letter of Credit is issued, amended to increase its face amount, extended or renewed or as of the last Business Day of such Indebtedness.subsequent calendar quarter, as the case may be, and each such amount shall, except as provided in the last sentence of this Section, be the US Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this sentence; and (ciii) the Administrative Agent shall determine the US Dollar Equivalent of any Swingline Loan denominated in Euros as of the date on which such Loan is made, using the Exchange Rate for Euros in relation to US Dollars in effect on such date. Notwithstanding the foregoing, for purposes of determining compliance with any determination under Article VII V, Article VI (and, in each case, other definitions used therein) with respect to the amount of any Indebtedness, Lien, Disposition, Investment, Restricted Payment or other applicable transaction in a currency other than Dollarsany determination of whether the Availability Condition is satisfied or any determination under Section 6.10 or 6.11) or Article VII, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness or Lien is incurred or such Disposition, Investment, Restricted Payment or any determination under any other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Disposition, Investment, Restricted Payment or other applicable transaction at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement expressly requiring the use of a current exchange rate, all amounts in currencies other than Dollars shall be subject to translated into Dollars at currency exchange rates in effect on the date of such reasonable changes determination. For purposes of construction as Sections 6.10 and 6.11, amounts in currencies other than Dollars shall be translated into Dollars at the Administrative Agent may from time to time specify with the Lead Borrowercurrency exchange rates most recently used in preparing GrafTech’s prior written consent to appropriately reflect a change in currency of any country annual and any relevant market conventions or practices relating to such change in currencyquarterly financial statements.

Exchange Rates. (a) Any amount specified in Except as otherwise expressly provided herein, including, without limitation, by Section 2.17 and the definition of “Equivalent Amount”, for purposes of any determination under any other provision of this Agreement (requiring the use of a current exchange rate, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than in Article 2) 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 to be determined translated into Dollars at the rate of exchange quoted on the applicable Bloomberg screen page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall 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 Spot Rate then in effect on the date of determination of the Dollar equivalent of such Indebtedness. determination; provided, however, that (ca) Notwithstanding the foregoing, for purposes of determining compliance with Article VII (and, in each case, other definitions used therein) Section 10 with respect to the amount of any Indebtedness, Permitted Lien, DispositionIndebtedness, Investment, Asset Sale, Disposition or Restricted Payment or other applicable 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 Lien, Indebtedness or Lien Investment is incurred or such DispositionAsset Sale, Investment, Disposition or Restricted Payment or other is made, (b) for purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, if such Indebtedness is incurred to refinance then existing Indebtedness that is denominated in a foreign currency, and such refinancing would cause the applicable transaction is made (or declared or notifiedDollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, as applicable) (such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtednessrefinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced and (c) for the avoidance of doubt, the foregoing provisions of this Section 1.02 shall otherwise apply to Article X, including with respect to determining whether any Lien, DispositionIndebtedness or Investment may be incurred or Asset Sale, Investment, Disposition or Restricted Payment may be made at any time under such Article; provided further, however, that the foregoing proviso shall apply only for purposes of determining compliance with restrictions expressed in specific Dollar amounts and shall not apply for purposes of determining compliance with any Debt Ratio restriction (including, without limitation, the Debt Ratio restriction contained in the definition of “Permitted Ratio Debt” and Section 10.05(f)) or other applicable transaction at the time incurred or made (or declared or notified, restriction that is not expressed as applicable) was permitted hereunder)a specific Dollar amount. (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article 2) 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 to be determined at the rate of exchange quoted on the applicable Bloomberg screen page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining any determination under Section 9, Section 10 or Section 11 or any determination under any other provision of this Agreement expressly requiring the Consolidated Senior Secured Net Leverage Ratiouse of a current exchange rate, all amounts incurred, outstanding, replaced or otherwise refinanced or proposed to be incurred, outstanding, replaced or otherwise refinanced in currencies other than Dollars shall be translated into Dollars at the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall 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 Spot Rate in effect on the date of determination of the Dollar equivalent of such Indebtedness. (c) Notwithstanding the foregoingdetermination; provided, however, that for purposes of determining compliance with Article VII (and, in each case, other definitions used therein) Section 10 with respect to the amount of any Indebtedness, Restricted Investment, Lien, DispositionAsset Sale, Investment, or Restricted Payment or other applicable 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 Indebtedness, Lien or Lien Restricted Investment is incurred (or, in the case of revolving Indebtedness, first committed) or after such Disposition, Investment, Asset Sale or Restricted Payment or other applicable transaction is made (or declared or notifiedmade; provided, as applicable) (so long as further, 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, Disposition, Investment, or Investment may be incurred or Asset Sale or Restricted Payment made at any time under such Sections. For purposes of any determination of Consolidated Total Debt, Consolidated Senior Secured Debt or Consolidated First Lien Secured Debt, amounts in currencies other applicable transaction than Dollars shall be translated into Dollars at the time incurred or made (or declared or notified, as applicable) was permitted hereunder)currency exchange rates used in preparing the most recently delivered Section 9.1 Financials. (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article 2) 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 to be determined at the rate of exchange quoted on by the applicable Bloomberg screen page Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such the applicable day (or, in the event such rate does not appear on any Bloomberg screen pageReuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon selected by the Administrative Agent and the Lead Borrower, or, Borrower in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretiongood faith). (b) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts 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 applicable amount of such Indebtedness. (c) Notwithstanding the foregoing, for For purposes of determining compliance with Article VII (andSection 6.04, in each case6.06, other definitions used therein) 6.08 or 6.11, with respect to the amount any Investments, Dispositions, Dividends or prepayments of any Indebtedness, Lien, Disposition, Investment, Restricted Payment or other applicable transaction Junior Indebtedness 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 any Company is contractually obligated to incur, make or acquire such Investments, Dispositions, Dividends or prepayments of Junior Indebtedness or Lien is incurred or such Disposition, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtednessas, Lien, Disposition, Investment, Restricted Payment or other applicable transaction at the time incurred of entering into the contract to incur, make or made (acquire such Investments, Dispositions, Dividends or declared or notifiedprepayments of Junior Indebtedness, as applicable) it was permitted hereunder). (d) Each provision and once contractually obligated to be incurred, made or acquired, the amount of this Agreement such Investments, Dispositions, Dividends or prepayments of Junior Indebtedness, shall be subject always deemed to be at the Dollar amount on such reasonable date, regardless of later changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currencyexchange rates.

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article 2) 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 to be determined at the rate of exchange quoted on the applicable Bloomberg screen page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (ba) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness. (cb) Notwithstanding the foregoing, for purposes of determining compliance with Article VII (and, in each case, other definitions used therein) with respect to the amount of any Indebtedness, Lien, Disposition, Investment, Restricted Payment or other applicable 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 or Lien is incurred or such Disposition, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Disposition, Investment, Restricted Payment or other applicable transaction at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (dc) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Exchange Rates. (a) Any amount specified in For purposes of any determination under Section 9, Section 10, Section 11 or Section 13.1 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 in Article 2) 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 to be determined translated into Dollars at the rate of exchange quoted on by the applicable Bloomberg screen Foreign Exchange Rates & World Currencies Page (or any successor page for the applicable currency at 11:00 a.m. (London time) on such day (orthereto, or in the event such rate does not appear on any Bloomberg screen pagePage, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Parent Borrower) for such foreign currency, or, as in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). effect at 11:00 a.m. (bLondon time) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to on the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness. (c) Notwithstanding the foregoingdetermination; provided, however, that for purposes of determining compliance with Article VII (and, in each case, other definitions used therein) Section 10 with respect to the amount of any Indebtedness, Lien, Disposition, Permitted Investment, Restricted Investment, Lien, Asset Sale or Restricted Payment or other applicable 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 or Lien is incurred or such Disposition, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Disposition, Investment, Permitted Investment or Restricted Investment is incurred or Asset Sale or Restricted Payment made; provided 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 determination of Consolidated Total Debt, Consolidated Secured Debt or Consolidated First Lien Secured Debt, amounts in currencies other applicable transaction than Dollars shall be translated into Dollars at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as currency exchange rates used in preparing the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.most recently delivered Section 9.1

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article Sections 2, 12 and 13) or any of the other Loan Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted on by the applicable Bloomberg screen page Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen pageReuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead BorrowerBorrower Representative, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining the Consolidated Senior First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts Hedge 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) Notwithstanding the foregoing, for purposes of determining compliance with Article VII 10 and the definitions of “Asset Sale,” “Permitted Investments” and “Permitted Liens” (and, in each case, other definitions used therein) with respect to the amount of any Indebtedness, Lien, DispositionAsset Sale, disposition, Investment, Restricted Payment or other applicable 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 or Lien is incurred or such Dispositiondisposition, Asset Sale, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Dispositiondisposition, Asset Sale, Investment, Restricted Payment or other applicable transaction at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Exchange Rates. (a) Any amount specified in For purposes of any determination under Section 9, Section 10, Section 11 or Section 13.1 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 in Article 2) 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 to be determined translated into Dollars at the rate of exchange quoted on by the applicable Bloomberg screen Foreign Exchange Rates & World Currencies Page (or any successor page for the applicable currency at 11:00 a.m. (London time) on such day (orthereto, or in the event such rate does not appear on any Bloomberg screen pagePage, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Parent Borrower) for such foreign currency, or, as in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). effect at 11:00 a.m. (bLondon time) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to on the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness. (c) Notwithstanding the foregoingdetermination; provided, however, that for purposes of determining compliance with Article VII (and, in each case, other definitions used therein) Section 10 with respect to the amount of any Indebtedness, Lien, Disposition, Permitted Investment, Restricted Investment, Lien, Asset Sale or Restricted Payment or other applicable 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 or Lien is incurred or such Disposition, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Disposition, Investment, Permitted Investment or Restricted Investment is incurred or Asset Sale or Restricted Payment made; provided 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 determination of Consolidated Total Debt, Consolidated Secured Debt or Consolidated First Lien Secured Debt, amounts in currencies other applicable transaction than Dollars shall be translated into Dollars at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as currency exchange rates used in preparing the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.most recently delivered Section 9.1 Financials. #96533218v9

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article Sections 2, 12 and 13) or any of the other Loan Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted on by the applicable Bloomberg screen page Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen pageReuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining the Consolidated Senior First Lien Net Leverage Ratio, Consolidated Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts Hedge 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) Notwithstanding the foregoing, for purposes of determining compliance with Article VII 10 and the definitions of “Asset Sale,” “Permitted Investments” and “Permitted Liens” (and, in each case, other definitions used therein) with respect to the amount of any Indebtedness, Lien, DispositionAsset Sale, disposition, Investment, Restricted Payment or other applicable 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 or Lien is incurred or such Dispositiondisposition, Asset Sale, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Dispositiondisposition, Asset Sale, Investment, Restricted Payment or other applicable transaction at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article Sections 2, 12 and 13) or any of the other Loan Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted on by the applicable Bloomberg screen page Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen pageReuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts Hedge 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) Notwithstanding the foregoing, for purposes of determining compliance with Article VII (andSections 10.1, in each case10.2, other 10.4 and 10.5 and the definitions used therein) of “Asset Sale,” “Permitted Investments” and “Permitted Liens” with respect to the amount of any Indebtedness, Lien, DispositionAsset Sale, Investmentdisposition, Investment or Restricted Payment or other applicable 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 or Lien is incurred or such Dispositiondisposition, InvestmentAsset Sale, Investment or Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Dispositiondisposition, InvestmentAsset Sale, Investment or Restricted Payment or other applicable transaction at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Exchange Rates. (a) Any amount specified in For purposes of any determination under Section 9, Section 10, Section 11 or Section 13.1 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 in Article 2) 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 to be determined translated into Dollars at the rate of exchange quoted on by the applicable Bloomberg screen Foreign Exchange Rates & World Currencies Page (or any successor page for the applicable currency at 11:00 a.m. (London time) on such day (orthereto, or in the event such rate does not appear on any Bloomberg screen pagePage, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Parent Borrower) for such foreign currency, or, as in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). effect at 11:00 a.m. (bLondon time) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to on the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness. (c) Notwithstanding the foregoingdetermination; provided, however, that for purposes of determining compliance with Article VII (and, in each case, other definitions used therein) Section 10 with respect to the amount of any Indebtedness, Lien, Disposition, Permitted Investment, Restricted Investment, Lien, Asset Sale or Restricted Payment or other applicable 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 or Lien is incurred or such Disposition, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Disposition, Investment, Permitted Investment or Restricted Investment is incurred or Asset Sale or Restricted Payment made; provided 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 determination of Consolidated Total Debt, Consolidated Secured Debt or Consolidated First Lien Secured Debt, amounts in currencies other applicable transaction than Dollars shall be translated into Dollars at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as currency exchange rates used in preparing the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.most recently delivered Section 9.1

Exchange Rates. (a) Any amount specified in this Agreement (other than in Article 2) 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 to be determined at the rate of exchange quoted on the applicable Bloomberg screen page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Bloomberg screen page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Lead Borrower, or, in the absence of such agreement, by reference to such publicly available service for displaying exchange rates as the Administrative Agent selects in its reasonable discretion). (b) For purposes of determining the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness. (c) Notwithstanding the foregoing, for purposes of determining compliance with Article VII (and, in each case, other definitions used therein) with respect to the amount of any Indebtedness, Lien, Disposition, Investment, Restricted Payment or other applicable 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 or Lien is incurred or such Disposition, Investment, Restricted Payment or other applicable transaction is made (or declared or notified, as applicable) (so long as such Indebtedness, Lien, Disposition, Investment, Restricted Payment or other applicable transaction at the time incurred or made (or declared or notified, as applicable) was permitted hereunder). (d) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Lead Borrower’s prior written consent to appropriately reflect a change in currency of any country and any relevant market conventions 79 (e) The Administrative Agent does not warrant or practices relating accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term 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 change 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 Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes, in currencyeach case, except for liability resulting from (x) the gross negligence, bad faith or willful misconduct of the Administrative Agent or (y) a material breach of any obligations under any Loan Document by the Administrative Agent, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term 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. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, 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 calculation of any such rate (or component thereof) provided by any such information source or service, in each case, except for liability resulting from (x) the gross negligence, bad faith or willful misconduct of the Administrative Agent or (y) a material breach of any obligations under any Loan Document by the Administrative Agent, in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment.