Common use of Currency Equivalents Generally Clause in Contracts

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this Section) 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 by the Reuters World Currency Page for the Alternative Currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower Representative, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the First Lien Net Leverage Ratio, and the Total Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08), at the Exchange Rate as of the date of calculation, and will, in the case of Indebtedness, 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.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency such other currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower RepresentativeParent Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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. Any determinations as to the Dollar Equivalent of Revolving Credit Loans or Letters of Credit denominated in an Alternative Currency, the amount of fees owing in respect of Letters of Credit denominated in an Alternative Currency and the amount of the Unreimbursed Amount owing to each L/C Issuer shall be made by the Administrative Agent as of the most recent Revaluation Date and such determination shall be conclusive absent manifest error. (b) For purposes of determining the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Total Consolidated Senior Secured Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which Dollar Equivalent at such measurement is being madedate, and (B) calculating any Consolidated Total Net Leverage Ratio, and the Consolidated First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08)) and Consolidated Senior Secured Net Leverage Ratio, at the Exchange Rate as of the date of calculationDollar Equivalent at such date, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the weighted average exchange rates used for determining Consolidated EBITDA for the relevant period, provided that if any Borrower Party has entered into any currency Swap Contracts in respect of any borrowings, the currency translation effectsand amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (c) The Administrative Agent or any L/C Issuer, determined in accordance with GAAPas applicable, of Swap Contracts permitted hereunder for shall use the currency exchange risks with respect to rate as of each Revaluation Date for the purpose of calculating Dollar Equivalent amounts of the Revolving Credit Loans denominated in an Alternative Currency. Such currency exchange rates shall become effective as of such Revaluation Date and shall be the currency exchange rate employed in converting any amounts between the applicable currency in effect on currencies for such purposes until the date of determination of the Dollar equivalent of such Indebtednessnext Revaluation Date to occur.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles IISections ‎2, IX ‎3, ‎10 and X ‎11 or as set forth in clause (b‎(b) of this Section) 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 by the Reuters World Currency Page for the Alternative Currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower Representative, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 11:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later); provided that the determination of any Dollar Amount shall be made in accordance with Section 3.02‎2.29; provided that if any basket is exceeded solely as a 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) For purposes of determining the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenantcovenant set forth in Section ‎7.1, at the Exchange Rate exchange rate used in preparing the applicable financial statements as of the last day of the fiscal quarter for which such measurement is being made, made and (B) calculating any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08)otherwise, at the option of the Borrower Representative, the Exchange Rate as of the date of calculationcalculation or at the exchange rate used in preparing the applicable financial statements, and at the option of the Borrower Representative in each case will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent Amount of such Indebtedness.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 (the “Agent’s Spot Rate of Exchange”) to be determined at the rate of exchange quoted by for the Reuters World Currency Page for purchase of Dollars with the Alternative Currency or other currency in the London foreign exchange market at or about 11:00 a.m. London time (London or New York City time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price” or as displayed on such day other information service which publishes that rate of exchange from time to time in place of ICE Data Services (oror if such service ceases to be available, the equivalent of such amount in the event such rate does not appear on any Reuters World Currency Page, dollars as determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower RepresentativeParent Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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. 10:00 a. m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later); provided that the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the Consolidated First Lien Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Net Leverage RatioRatio and Consolidated EBITDA and Fixed Charges as used in Section 7.05(c)(i), amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (Ai) testing the Financial CovenantCovenant and Restricted Payments capacity under Section 7.05(c)(i), at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (Bii) calculating any Total Net Leverage Ratio, and the Consolidated First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08), the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, at the Exchange Rate as of the date of calculationdetermination, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the weighted average exchange rates used for determining Consolidated EBITDA for the relevant period; provided that if any Borrower Party has entered into any currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder in respect of any borrowings, the Dollar Amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (c) The Administrative Agent shall determine the Dollar Amount of each Revolving Credit Loan denominated in an Alternative Currency and L/C Obligation in respect of Letters of Credit denominated in an Alternative Currency (i) for Revolving Credit Loans, as of the first day of each Interest Period applicable thereto, (ii) upon the issuance and increase of any Letter of Credit denominated in an Alternative Currency and (iii) shall, on a semi-annual basis, promptly notify the Parent Borrower and the Revolving Credit Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate on the date of the related Borrowing request for purposes of the initial such determination for any Revolving Credit Loan. (d) 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 risks 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. (e) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term SOFR Loan or 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, Term SOFR Loan, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency such amount shall be the relevant Dollar Amount of such Alternative Currency (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 L/C Issuer, as the case may be. (f) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Term SOFR”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause paragraph (b) of this Section) 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 by the Reuters World Currency Page for the Alternative Currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower Representative, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of US-DOCS\90330440.2103232196.9 exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.022.21; provided that if any basket is exceeded solely as a 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) For purposes of determining the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenantfinancial covenant under Section 7.11, at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating any Total Net Leverage Ratio, Senior Secured Net Leverage Ratio and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.087.11), at the Exchange Rate as of the date of calculation, and will, in the case of Indebtedness, 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.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency such other currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower RepresentativeBorrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the First Lien Net Leverage Ratio, and the Total Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing calculating the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08), at the Exchange Rate as of the date of calculation, and will, in the case of IndebtednessIndebtedness and Consolidated Total Indebtedness be the weighted average exchange rates used for determining Consolidated EBITDA for the relevant period, reflect provided that if any Borrower Party has entered into any currency Swap Contracts in respect of any borrowings, the currency translation effectsand amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (c) The Administrative Agent does not warrant, determined in accordance with GAAPnor accept responsibility, of Swap Contracts permitted hereunder for currency exchange risks nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Eurodollar Rate” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency such other currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower RepresentativeParent Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Total Consolidated Senior Secured Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which Dollar Equivalent at such measurement is being made, and (B) calculating any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08), at the Exchange Rate as of the date of calculationdate, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the weighted average exchange rates used for determining Consolidated EBITDA for the relevant period, provided that if any Borrower Party has entered into any currency Swap Contracts in respect of any borrowings, the currency translation effectsand amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (c) The Administrative Agent does not warrant, determined in accordance with GAAPnor accept responsibility, of Swap Contracts permitted hereunder for currency exchange risks nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 (the “Agent’s Spot Rate of Exchange”) to be determined at the rate of exchange quoted by for the Reuters World Currency Page for purchase of Dollars with the Alternative Currency or other currency in the London foreign exchange market at or about 11:00 a.m. London time (London or New York City time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price” or as displayed on such day other information service which publishes that rate of exchange from time to time in place of ICE Data Services (oror if such service ceases to be available, the equivalent of such amount in the event such rate does not appear on any Reuters World Currency Page, dollars as determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower RepresentativeParent Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the Consolidated First Lien Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Net Leverage RatioRatio and Consolidated EBITDA and Fixed Charges as used in Section 7.05(c)(i), amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (Ai) testing the Financial CovenantCovenant and Restricted Payments capacity under Section 7.05(c)(i), at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (Bii) calculating any Total Net Leverage Ratio, and the Consolidated First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08), the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, at the Exchange Rate as of the date of calculationdetermination, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the weighted average exchange rates used for determining Consolidated EBITDA for the relevant period; provided that if any Borrower Party has entered into any currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder in respect of any borrowings, the Dollar Amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (c) The Administrative Agent shall determine the Dollar Amount of each Revolving Credit Loan denominated in an Alternative Currency and L/C Obligation in respect of Letters of Credit denominated in an Alternative Currency (i) for Revolving Credit Loans, as of the first day of each Interest Period applicable thereto, (ii) upon the issuance and increase of any Letter of Credit denominated in an Alternative Currency and (iii) shall, on a semi-annual basis, promptly notify the Parent Borrower and the Revolving Credit Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate on the date of the related Borrowing request for purposes of the initial such determination for any Revolving Credit Loan. (d) 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 risks 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. (e) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or 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, Eurocurrency Rate Loan, Alternative Currency Loan or Letter of Credit is denominated in an Alternative Currency such amount shall be the relevant Dollar Amount of such Alternative Currency (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 L/C Issuer, as the case may be. (f) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Eurocurrency Rate”, “Alternative Currency Daily Rate”, “Alternative Currency Term Rate” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency such other currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower RepresentativeBorrowers, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 (2) Business Days later); provided that the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the Consolidated First Lien Net Leverage Ratio, and the Consolidated Secured Net Leverage Ratio, Consolidated Total Net Leverage Ratio, the Consolidated Interest Coverage Ratio and the Fixed Charge Coverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenant, at the Exchange Rate exchange rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08)otherwise, at the Exchange Rate exchange rate as of the date of calculation, and will, in the case of Indebtedness, reflect Consolidated Funded First Lien Indebtedness, Consolidated Funded Indebtedness and Consolidated Funded Secured Indebtedness, be the weighted average exchange rates used for determining Consolidated EBITDA for the relevant period; provided that if any Borrower Party has entered into any currency Swap Contracts in respect of any borrowings, the currency translation effectsand amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (c) The Administrative Agent shall determine the Dollar Amount of each L/C Obligation in respect of Letters of Credit denominated in an Alternative Currency (i) upon the issuance and increase of any Letter of Credit denominated in an Alternative Currency and (ii) shall, at the time of delivery of each Borrowing Base Certificate, promptly notify the Borrowers and the Revolving Credit Lenders of each Dollar Amount so determined by it. (d) Notwithstanding anything to the contrary in accordance with GAAPthis Agreement, any (i) 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 Swap Contracts permitted hereunder for Default, in each case, solely as a result of fluctuations in applicable currency exchange risks 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. (e) Wherever in this Agreement in connection with 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 Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Dollar Amount of such Alternative Currency (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 L/C Issuer, as the case may be. (f) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Term SOFR” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 (the “Agent’s Spot Rate of Exchange”) to be determined at the rate of exchange quoted by for the Reuters World Currency Page for purchase of Dollars with the Alternative Currency or other currency in the London foreign exchange market at or about 11:00 a.m. London time (London or New York City time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price” or as displayed on such day other information service which publishes that rate of exchange from time to time in place of ICE Data Services (oror if such service ceases to be available, the equivalent of such amount in the event such rate does not appear on any Reuters World Currency Page, Dollars as determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower RepresentativeBorrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 9:00 a.m. (New York City Chicago time) on such date for the purchase of Dollars for delivery two (2) Business Days later); provided that the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the Consolidated First Lien Net Leverage Ratio, the Consolidated Interest Coverage Ratio and the Consolidated Total Net Leverage Ratio, amounts of Indebtedness denominated in a currency other than Dollars will be converted to Dollars (i) for the purposes of (A) testing the Financial CovenantCovenants, at the Exchange Rate as exchange rate consistent with that used to calculate consolidated net income in the most recent financial statements of the last day of the fiscal quarter for Borrower upon which such measurement is being made, calculations were based and (Bii) calculating for any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08)purpose, at the Exchange Rate exchange rate as of the date of calculationdetermination; provided that, and willat the option of the Borrower, if any Restricted Group Member has entered into any currency Swap Contracts in respect of any borrowings, the Dollar amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (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 the case each case, solely as a result of Indebtedness, reflect the currency translation effects, determined fluctuations in accordance with GAAP, of Swap Contracts permitted hereunder for applicable currency exchange risks with respect rates, shall not be deemed to the applicable currency in effect on the date of determination of the Dollar equivalent be untrue, inaccurate, breached or so constituted, as applicable, solely as a result of such Indebtednessfluctuations in currency exchange rates.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency such other currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower RepresentativeBorrowers, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the Consolidated First Lien Net Leverage Ratio, and the Consolidated Total Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating any Consolidated Total Net Leverage Ratio, Ratio and the Consolidated First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08), at the Exchange Rate as of the date of calculation, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the currency translation effects, weighted average exchange rates used for determining Consolidated EBITDA for the relevant period determined in accordance with GAAPIFRS, of provided that if Holdings or any Subsidiary has entered into any currency Swap Contracts permitted hereunder in respect of any borrowings, the Dollar Amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (c) The Administrative Agent shall determine the Dollar Amount of each Revolving Loan denominated in an Alternative Currency and L/C Obligation in respect of Letters of Credit denominated in an Alternative Currency (i) for Revolving Credit Loans, as of the first day of each Interest Period applicable thereto, (ii) upon the issuance and increase of any Letter of Credit denominated in an Alternative Currency and (iii) shall, on a semi-annual basis, promptly notify the Borrowers and the Revolving Credit Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate on the date of the related Borrowing request for purposes of the initial such determination for any Revolving Loan. (d) Notwithstanding anything to the contrary in this Agreement, any (i) 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 risks 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. (e) 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 (other than RMB), such amount shall be the relevant Dollar Amount of such Alternative Currency (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 L/C Issuer, as the case may be. (f) 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 comparable or successor rate thereto. The Administrative Agent will have no obligations with respect to the calculation, payment, funding or receipt of payment in respect of any Term B-3 Loans or Term B-3 Commitment (except that it shall notify applicable currency in effect on rates to the date of Redenomination Term Facilities Administrative Agent for the determination of rates applicable to Term B-3 Loans where specified in this Agreement), provided that any payment or distribution to be made by the Dollar equivalent Administrative Agent in respect of any Initial Term B-2 Loans, Initial Term B-2 Commitments, Term B-3 Loans, Term B-3 Commitments or New Term Loans denominated in RMB pursuant to Section 2.12(f), 2.12(g), 2.13 or 8.04 shall be made by the Administrative Agent in favor of the Redenomination Term Facilities Administrative Agent (for further payment or distribution by the Redenomination Term Facilities Administrative Agent in respect of such IndebtednessTerm B-3 Loans or Term B-3 Commitment). (g) The Redenomination Term Facilities Administrative Agent does not warrant, nor accept responsibility, nor shall the Redenomination Term Facilities 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 “Benchmark PBOC Rate” or with respect to any comparable or successor rate thereto, provided that any payment or distribution to be made by the Redenomination Term Facilities Administrative Agent in respect of any Facilities (other than any Initial Term B-2 Loans, Initial Term B-2 Commitment,Term B-3 Loans, Term B-3 Commitments or New Term Loans denominated in RMB) pursuant to Section 2.12(f), 2.12(g), 2.13 or 8.04 shall be made by the Redenomination Term Facilities Administrative Agent in favor of the Administrative Agent (for further payment or distribution by the Administrative Agent in respect of such Facilities). Notwithstanding any other provision hereof, the Redenomination Term Facilities Administrative Agent shall have no obligation to determine or notify any rate of interest, to the extent that the determination of such rate of interest requires any determination or notification by the Administrative Agent, unless and until the Redenomination Term Facilities Administrative Agent receives such determination or notification from the Administrative Agent.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency purchase of Dollars with another currency in the London foreign exchange market at or about 11:00 a.m. London time (London or New York City time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price” or as displayed on such day other information service which publishes that rate of exchange from time to time in place of ICE Data Services (oror if such service ceases to be available, the equivalent of such amount in the event such rate does not appear on any Reuters World Currency Page, dollars as determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower RepresentativeBorrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Total Consolidated Senior Secured Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08)Dollars, at the Exchange Rate as of the date of calculationdetermination, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the currency translation effects, weighted average exchange rates used for determining Consolidated EBITDA for the relevant period determined in accordance with GAAP, of provided that if any Borrower Party has entered into any currency Swap Contracts permitted hereunder for in respect of any borrowings, the principal amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (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 risks 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) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency purchase of Dollars with another currency in the London foreign exchange market at or about 11:00 a.m. London time (London or New York City time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price” or as displayed on such day other information service which publishes that rate of exchange from time to time in place of ICE Data Services (oror if such service ceases to be available, the equivalent of such amount in the event such rate does not appear on any Reuters World Currency Page, dollars as determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower RepresentativeBorrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Total Consolidated Senior Secured Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (Ai) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (Bii) calculating any Consolidated Total Net Leverage Ratio, and the Consolidated First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08)) and Consolidated Senior Secured Net Leverage Ratio, at the Exchange Rate as of the date of calculationdetermination, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the currency translation effects, weighted average exchange rates used for determining Consolidated EBITDA for the relevant period determined in accordance with GAAP, of provided that if any Borrower Party has entered into any currency Swap Contracts permitted hereunder for in respect of any borrowings, the principal amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (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 risks 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) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 (the “Agent’s Spot Rate of Exchange”) to be determined at the rate of exchange quoted by for the Reuters World Currency Page for purchase of Dollars with the Alternative Currency or other currency in the London foreign exchange market at or about 11:00 a.m. London time (London or New York City time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price” or as displayed on such day other information service which publishes that rate of exchange from time to time in place of ICE Data Services (oror if such service ceases to be available, the equivalent of such amount in the event such rate does not appear on any Reuters World Currency Page, dollars as determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower RepresentativeBorrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) For purposes of determining the Consolidated First Lien Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, the Consolidated Total Net Leverage RatioRatio and Consolidated EBITDA and Fixed Charges as used in Section 7.05(c)(i), amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (Ai) testing the Financial CovenantCovenant and Restricted Payments capacity under Section 7.05(c)(i), at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (Bii) calculating any Total Net Leverage Ratio, and the Consolidated First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08), the Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, at the Exchange Rate as of the date of calculationdetermination, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the weighted average exchange rates used for determining Consolidated EBITDA for the relevant period; provided that if any Borrower Party has entered into any currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder in respect of any borrowings, the Dollar Amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (c) The Administrative Agent shall determine the Dollar Amount of each Revolving Credit Loan denominated in an Alternative Currency and L/C Obligation in respect of Letters of Credit denominated in an Alternative Currency (i) for Revolving Credit Loans, as of the first day of each Interest Period applicable thereto, (ii) upon the issuance and increase of any Letter of Credit denominated in an Alternative Currency and (iii) shall, on a semi-annual basis, promptly notify the Borrower and the Revolving Credit Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate on the date of the related Borrowing request for purposes of the initial such determination for any Revolving Credit Loan. (d) 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 risks 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. (e) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan, ▇▇▇▇▇ Loan or 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 such Borrowing, Eurocurrency Rate Loan, Alternative Currency Term Rate Loan, ▇▇▇▇▇ Loan or Letter of Credit is denominated in an Alternative Currency such amount shall be the relevant Dollar Amount of such Alternative Currency (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 L/C Issuer, as the case may be. (f) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Eurocurrency Rate”, “▇▇▇▇▇”, “Alternative Currency Term Rate” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency such other currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower RepresentativeParent Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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. Any determinations as to the Dollar Equivalent of Revolving Credit Loans or Letters of Credit denominated in an Alternative Currency, the amount of fees owing in respect of Letters of Credit denominated in an Alternative Currency and the amount of the Unreimbursed Amount owing to each L/C Issuer shall be made by the Administrative Agent as of the most recent Revaluation Date and such determination shall be conclusive absent manifest error. (b) For purposes of determining the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Total Consolidated Senior Secured Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which Dollar Equivalent at such measurement is being madedate, and (B) calculating any Consolidated Total Net Leverage Ratio, and the Consolidated First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08)) and Consolidated Senior Secured Net Leverage Ratio, at the Exchange Rate as of the date of calculationDollar Equivalent at such date, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the weighted average exchange rates used for determining Consolidated EBITDA for the relevant period, provided that if any Borrower Party has entered into any currency Swap Contracts in respect of any borrowings, the currency translation effectsand amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (c) The Administrative Agent or any L/C Issuer, determined in accordance with GAAPas applicable, of Swap Contracts permitted hereunder for shall use the currency exchange risks rate as of each Revaluation Date for the purpose of calculating Dollar Equivalent amounts of the Revolving Credit Loans denominated in an Alternative Currency. Such currency exchange rates shall become effective as of such Revaluation Date and shall be the currency exchange rate employed in converting any amounts between the applicable currencies for such purposes until the next Revaluation Date to occur. (d) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) 9. Any amount specified in this Agreement (other than in Articles Article II, Article IX and Article X or as set forth in clause paragraph (b) or (c) of this Section) or any of the other Loan Documents to be in Dollars shall also include the dollar equivalent of such amount in any currency other than Dollars. 10. Notwithstanding the foregoing, such equivalent for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the Alternative Currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower Representative, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount Liens, Indebtedness or Investment in a currency other than Dollars, no Default shall be made in accordance with Section 3.02; provided that if any basket is exceeded deemed to have occurred solely as a result of fluctuations changes in applicable currency rates of exchange rates occurring after the last time such basket was utilizedLien, Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such basket will not Sections, including with respect to determining whether any Indebtedness or Investment may be deemed to have been exceeded solely as a result of incurred at any time under such fluctuations in currency exchange rates.Sections. #93847511v24 (b) 11. For purposes of determining the First Lien Net Leverage Ratiocompliance under Sections 7.02, 7.05 and the Total Net Leverage Ratio7.06, amounts denominated any amount in a currency other than Dollars will be converted to Dollars for in a manner consistent with that used in calculating net income in the purposes annual financial statements delivered pursuant to Section 6.01(a); provided, however, that the foregoing shall not be deemed to apply to the determination of (A) testing the Financial Covenant, at the Exchange Rate as any amount of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the Indebtedness. 12. For purposes of determining compliance with Section 7.08)any restriction on the incurrence of Indebtedness, at the Exchange Rate as Dollar equivalent of the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the exchange rate in effect on the date of calculation, and willsuch Indebtedness was incurred, in the case of Indebtednessterm debt, reflect or first committed, in the currency translation effectscase of revolving credit debt; provided that if such Indebtedness is incurred to extend, determined replace, refund, refinance, renew or defease other Indebtedness denominated in accordance with GAAPa foreign currency, of Swap Contracts permitted hereunder for and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange risks with respect to the applicable currency rate in effect on the date of determination of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the Dollar equivalent principal amount of such Indebtednessrefinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased.

Currency Equivalents Generally. (ai) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency purchase of Dollars with another currency in the London foreign exchange market at or about 11:00 a.m. London time (London or New York City time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price” or as displayed on such day other information service which publishes that rate of exchange from time to time in place of ICE Data Services (oror if such service ceases to be available, the equivalent of such amount in the event such rate does not appear on any Reuters World Currency Page, dollars as determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower RepresentativeBorrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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. (bii) For purposes of determining the Consolidated First Lien Net Leverage Ratio, the Consolidated Total Net Leverage Ratio and the Total Consolidated Senior Secured Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (Ai) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (Bii) calculating any Consolidated Total Net Leverage Ratio, and the Consolidated First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08)) and Consolidated Senior Secured Net Leverage Ratio, at the Exchange Rate as of the date of calculationdetermination, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the currency translation effects, weighted average exchange rates used for determining Consolidated EBITDA for the relevant period determined in accordance with GAAP, of provided that if any Borrower Party has entered into any currency Swap Contracts permitted hereunder for in respect of any borrowings, the principal amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. (iii) 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 risks 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. (iv) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Term SOFR” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 (the “Agent’s Spot Rate of Exchange”) to be determined at the rate of exchange quoted by the Reuters World Currency Page for the Alternative Currency purchase of Dollars with the other currency in the London foreign exchange market at or about 11:00 a.m. London time (London or New York City time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price” or as displayed on such day other information service which publishes that rate of exchange from time to time in place of ICE Data Services (oror if such service ceases to be available, the equivalent of such amount in the event such rate does not appear on any Reuters World Currency Page, Dollars as determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower RepresentativeBorrowers, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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) . For purposes of determining the First Lien Consolidated Interest Coverage Ratio, the Consolidated Senior Secured Net Leverage Ratio, Ratio and the Consolidated Total Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing calculating the Financial CovenantConsolidated Interest Coverage Ratio, at the Exchange Rate as of Consolidated Senior Secured Net Leverage Ratio and the last day of the fiscal quarter for which such measurement is being made, and (B) calculating any Consolidated Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08), at the Exchange Rate as of the date of calculationdetermination, and will, in the case of Indebtedness and Consolidated Funded Indebtedness, reflect be the weighted average exchange rates used for determining Consolidated EBITDA for the relevant period; provided that if any Borrower Party has entered into any currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for in respect of any borrowings, the Dollar Amount of such borrowings shall be determined by first taking into account the effects of that currency Swap Contract. [Reserved]. 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 risks 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. 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 or Eurocurrency Rate Loan is denominated in an Alternative Currency such amount shall be the relevant Dollar Amount of such Alternative Currency (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the applicable currency administration, submission or any other matter related to the rates in effect on the date definition of determination of the Dollar equivalent of such Indebtedness“Eurocurrency Rate” or with respect to any comparable or successor rate thereto.

Currency Equivalents Generally. (a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in clause (b) of this SectionSection 1.08) 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 by the Reuters World Currency Page for the Alternative Currency such other currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters 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 Borrower RepresentativeBorrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of 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 the determination of any Dollar Amount shall be made in accordance with Section 3.02; provided that if any basket is exceeded solely as a 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. Any determinations as to the Dollar Equivalent of Revolving Credit Loans or Letters of Credit denominated in Euros, the amount of fees owing in respect of Letters of Credit denominated in Euros and the amount of the Unreimbursed Amount owing to each L/C Issuer shall be made by the Administrative Agent as of the most recent Revaluation Date and such determination shall be conclusive absent manifest error. (b) For purposes of determining the First Lien Net Leverage Ratio, and the Total Net Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars for the purposes of (A) testing the Financial Covenant, at the Exchange Rate as of the last day of the fiscal quarter for which such measurement is being made, and (B) calculating any Total Net Leverage Ratio, and the First Lien Net Leverage Ratio (other than for the purposes of determining compliance with Section 7.08), at the Exchange Rate as of the date of calculation, and will, in the case of Indebtedness, 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) The Administrative Agent or any L/C Issuer, as applicable, shall use the Exchange Rate as of each Revaluation Date for the purpose of calculating Dollar Equivalent amounts of the Revolving Credit Loans denominated in Euros. Such Exchange Rates shall become effective as of such Revaluation Date and shall be the Exchange Rates employed in converting any amounts between the applicable currencies for such purposes until the next Revaluation Date to occur.