Common use of Conversion of Foreign Currencies Clause in Contracts

Conversion of Foreign Currencies. (a) If more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down (to the next 1/16 of 1%) by the Administrative Agent as it deems appropriate. (b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would have been in if no change in currency had occurred. (c) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in an Alternative Currency as of the date of the commencement of the initial Interest Period therefor and as of the date of the commencement of each subsequent Interest Period therefor, in each case using the Exchange Rate for such currency in relation to Dollars in effect on the date that is two Business Days prior to the date on which the applicable Interest Period shall commence, and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall determine the Dollar Equivalent of any Letter of Credit denominated in an Alternative Currency as of the 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 month, 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 subsequent calendar month, as the case may be, and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall promptly notify the Borrower of each determination of the Dollar Equivalent of any Borrowing or Letter of Credit. (d) Notwithstanding the foregoing, for purposes of any determination under Article V , Article VI (other than Section 6.11) 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 currency exchange rates in effect on the date of such determination. For purposes of Section 6.11, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the Company’s annual and quarterly financial statements.

Conversion of Foreign Currencies. (a) If more Not later than one currency or currency unit are at 11:00 A.M. (London time) on each Calculation Date, the same time recognized by the central bank of any country as the lawful currency of that country, then Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date for (x) each Foreign Currency in which a Foreign Currency Loan is then outstanding or will be outstanding after giving effect to any reference submitted borrowing notices and (y) each L/C Foreign Currency in the Loan Documents towhich a Letter of Credit has been issued and is then outstanding or will be outstanding after giving effect to any submitted Applications, and any obligations arising under the Loan Documents in, the currency of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (ii) any translation from one currency or currency unit give notice to another shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down (to the next 1/16 of 1%) by the Administrative Agent as it deems appropriate. (b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would have been in if no change in currency had occurred. (c) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in an Alternative Currency as of the date of the commencement of the initial Interest Period therefor and as of the date of the commencement of each subsequent Interest Period therefor, in each case using the Exchange Rate for such currency in relation to Dollars in effect on the date that is two Business Days prior to the date on which the applicable Interest Period shall commence, and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall determine the Dollar Equivalent of any Letter of Credit denominated in an Alternative Currency as of the 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 month, 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 subsequent calendar month, as the case may be, and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall promptly notify the Borrower of each determination Exchange Rate determined pursuant to clause (i) and (iii) give notice to the Foreign Currency Lenders of each Exchange Rate determined pursuant to clause (i)(x). Each Exchange Rate so determined shall become effective on the Dollar Equivalent relevant Calculation Date and remain effective until the next succeeding Calculation Date and shall for all purposes of any Borrowing or Letter of Credit. this Agreement (d) Notwithstanding the foregoing, other than for purposes of any determination under Article V Section 1.3(c), Article VI (other than Section 6.11) or Article VII 2.21 or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rateExchange Rate) be the Exchange Rate employed in converting any amounts between Dollars and the relevant Foreign Currency or L/C Foreign Currency, all amounts incurredas applicable. (b) Not later than 11:00 A.M. (London time) on each Calculation Date, the Administrative Agent shall determine (i) the aggregate Dollar Equivalent of the Foreign Currency Loans then outstanding or proposed (after giving effect to any Foreign Currency Loans to be incurred made or repaid on such date), (ii) the aggregate Dollar Equivalent of the undrawn and unexpired amount of the then outstanding Letters of Credit denominated in currencies other than Dollars shall be translated into Dollars at currency exchange rates L/C Foreign Currencies and (iii) the aggregate Dollar Equivalent of the amount of drawings under Letters of Credit denominated in effect on the date of such determination. L/C Foreign Currencies that have not then been reimbursed pursuant to Section 3.5. (c) For purposes of Section 6.11, amounts determining compliance with any covenant or restriction in currencies this Agreement that is based on the amount of any Indebtedness that is denominated in a currency other than Dollars Dollars, the Dollar Equivalent thereof shall be translated into Dollars determined based on the Exchange Rate in effect at the currency exchange rates time such Indebtedness was incurred unless the specific restriction or covenant provides a different method or time for valuation; provided that the Exchange Rates used in preparing calculating the Company’s annual and quarterly financial statementscovenants set forth in Section 7.1 shall be determined in accordance with GAAP as set forth in the financial statements that are the basis for such calculations. (d) The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent 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.

Conversion of Foreign Currencies. (a) If more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down (to the next 1/16 of 1%) by the Administrative Agent as it deems appropriate. (b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would have been in if no change in currency had occurred. (c) The Administrative Agent shall determine the Dollar Equivalent of any Borrowing amount denominated in an Alternative Optional Currency as of required hereby, and a determination thereof by the date of the commencement of the initial Interest Period therefor and as of the date of the commencement of each subsequent Interest Period therefor, in each case Administrative Agent shall be conclusive absent manifest error using the Exchange Rate for such currency procedure set forth in relation to Dollars in effect on the date that is two Business Days prior to the date on which the applicable Interest Period shall commence, definition of “Dollar Equivalent” and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this sentenceSection 1.3(b). The Administrative Agent may, but shall determine not be obligated to, rely on any determination made by any Loan Party in any document delivered to the Dollar Equivalent of any Administrative Agent. A Letter of Credit denominated in an Alternative Optional Currency as of the 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 month, in each case shall initially have a Dollar Equivalent determined using the Exchange Rate for such currency in relation to Dollars in effect on the date that the Borrower requests the issuance thereof, adjusted on each Adjustment Date using the Exchange Rates used to make the calculations pursuant to Section 2.6(c). (a) Not later than 11:00 A.M. (London time) on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date for (x) each Foreign Currency in which a Foreign Currency Loan is two Business Days prior then outstanding or will be outstanding after giving effect to the date on any submitted borrowing notices and (y) each L/C Foreign Currency in which such a Letter of Credit has been issued and is issuedthen outstanding or will be outstanding after giving effect to any submitted Applications, amended (ii) give notice to increase its face amount, extended or renewed or as of the last Business Day of such subsequent calendar month, as the case may be, and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall promptly notify the Borrower of each determination Exchange Rate determined pursuant to clause (i) and (iii) give notice to the Foreign Currency Lenders of each Exchange Rate determined pursuant to clause (i)(x). Each Exchange Rate so determined shall become effective on the Dollar Equivalent relevant Calculation Date and remain effective until the next succeeding Calculation Date and shall for all purposes of any Borrowing or Letter of Credit. this Agreement (d) Notwithstanding the foregoing, other than for purposes of any determination under Article V Section 1.3(c), Article VI (other than Section 6.11) or Article VII 2.21 or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rateExchange Rate) be the Exchange Rate employed in converting any amounts between Dollars and the relevant Foreign Currency or L/C Foreign Currency, all amounts incurredas applicable. (b) Not later than 11:00 A.M. (London time) on each Calculation Date, the Administrative Agent shall determine (i) the aggregate Dollar Equivalent of the Foreign Currency Loans then outstanding or proposed (after giving effect to any Foreign Currency Loans to be incurred made or repaid on such date), (ii) the aggregate Dollar Equivalent of the undrawn and unexpired amount of the then outstanding Letters of Credit denominated in currencies other than Dollars shall be translated into Dollars at currency exchange rates L/C Foreign Currencies and (iii) the aggregate Dollar Equivalent of the amount of drawings under Letters of Credit denominated in effect on the date of such determination. For purposes of L/C Foreign Currencies that have not then been reimbursed pursuant to Section 6.11, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the Company’s annual and quarterly financial statements3.5.

Conversion of Foreign Currencies. (a) If more Any amount specified in this Agreement (other than one in Articles II, VII and IX or as set forth in clause (b) of this Section 1.04) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency or currency unit are other than Dollars, such equivalent amount (the “Agent’s Spot Rate of Exchange”) to be determined at the same rate of exchange for the purchase of Dollars with the Available Currency or other currency in the London foreign exchange market at or about 11:00 a.m. London time recognized (or New York City time, as applicable) on a particular day as displayed by the central bank of any country ICE Data Services as the lawful currency “ask price” or as displayed on such other information service which publishes that rate of that country, then exchange from time to time in place of ICE Data Services (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents inor if such service ceases to be available, the currency equivalent of that country shall such amount in dollars as determined by reference to such other publicly available service for displaying exchange rates as may be translated into or paid in the currency or currency unit of that country designated agreed upon by the Administrative Agent and (ii) any translation from one currency or currency unit to another the Co-Borrowers, or, in the absence of such agreement, such rate shall instead be at the official rate arithmetic average of the spot rates of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down (to the next 1/16 of 1%) by the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later); provided that if any basket is exceeded solely as it deems appropriatea result of fluctuations in applicable currency exchange rates 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 currency exchange rates. (b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would have been in if no change in currency had occurred. (c) The Administrative Agent shall determine the Dollar Equivalent Amount of any Borrowing each Revolving Loan denominated in an Alternative Available Currency and L/C Obligation in respect of Letters of Credit denominated in an Available Currency (i) for Revolving Loans, as of the date first day of the commencement of the initial each Interest Period therefor applicable thereto, (ii) upon the issuance and as of the date of the commencement of each subsequent Interest Period therefor, in each case using the Exchange Rate for such currency in relation to Dollars in effect on the date that is two Business Days prior to the date on which the applicable Interest Period shall commence, and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall determine the Dollar Equivalent increase of any Letter of Credit denominated in an Alternative Available Currency as and (iii) shall, on a semi-annual basis, promptly notify the Co-Borrowers and the Revolving Banks of each Dollar Amount so determined by it. Each such determination shall be based on the 3ACTIVE 221393034 Exchange Rate on the date of the date related Notice of Borrowing for purposes of the initial such determination for any Revolving Loan . (c) Notwithstanding anything to the contrary in this Agreement, (i) any representation or warranty that would be untrue or inaccurate, (ii) any undertaking that would be breached or (iii) any event that would constitute a Default or an Event of Default, in each case, solely as a result of fluctuations in applicable currency exchange rates, shall not be deemed to be untrue, inaccurate, breached or so constituted, as applicable, solely as a result of such fluctuations in currency exchange rates. (d) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or a ▇▇▇▇▇ 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, Term Benchmark Loan, a ▇▇▇▇▇ Loan or Letter of Credit is issued, amended to increase its face amount, extended or renewed and as denominated in an Available Currency such amount shall be the relevant Dollar Amount of the last Business Day of each subsequent calendar month, 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 Available Currency (rounded 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 nearest unit of such subsequent calendar monthAvailable Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be, and each such amount shall, except as provided in clause (d) of this Section, be the Dollar Equivalent of such Letter of Credit until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall promptly notify the Borrower of each determination of the Dollar Equivalent of any Borrowing or Letter of Credit. (d) Notwithstanding the foregoing, for purposes of any determination under Article V , Article VI (other than Section 6.11) 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 currency exchange rates in effect on the date of such determination. For purposes of Section 6.11, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the Company’s annual and quarterly financial statements.