Common use of Currency Conversion and Currency Indemnity Clause in Contracts

Currency Conversion and Currency Indemnity. (a) The UK Borrower shall make payment relative to any Sterling Advance or Sterling Letter of Credit in Sterling. If any payment is received on account of any Sterling Advance or Sterling Letter of Credit in any currency (the “Other Currency”) other than Sterling (whether voluntarily or pursuant to an order or judgment or the enforcement thereof or the realization of any security or the liquidation of the UK Borrower or otherwise howsoever), such payment shall constitute a discharge of the liability of the UK Borrower hereunder and under the other Loan Documents in respect thereof only to the extent of the amount of Sterling which the UK Administrative Agent or relevant UK Banks are able to purchase with the amount of the Other Currency received by it on the UK Business Day next following such receipt in accordance with its normal procedures and after deducting any premium and costs of exchange. (b) If, for the purpose of obtaining or enforcing judgment in any court in any jurisdiction, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due in Sterling, then the conversion shall be made on the basis of the rate of exchange prevailing on the next UK Business Day following the date such judgment is given and in any event the UK Borrower shall be obligated to pay the UK Administrative Agent or UK Banks any deficiency in accordance with Section 2B.13(c). For the foregoing purposes “rate of exchange” means the rate at which the UK Administrative Agent or relevant UK Banks, as applicable, in accordance with their normal banking procedures are able on the relevant date to purchase Sterling with the Judgment Currency after deducting any premium and costs of exchange.

Currency Conversion and Currency Indemnity. (a) The UK Borrower shall make payment relative to any Sterling Advance or Sterling Letter of Credit in Sterling. If any payment is received on account of any Sterling Advance or Sterling Letter of Credit in any currency (the “"Other Currency”") other than Sterling (whether voluntarily or pursuant to an order or judgment or the enforcement thereof or the realization of any security or the liquidation of the UK Borrower or otherwise howsoever), such payment shall constitute a discharge of the liability of the UK Borrower hereunder and under the other Loan Documents in respect thereof only to the extent of the amount of Sterling which the UK Administrative Agent or relevant UK Banks are able to purchase with the amount of the Other Currency received by it on the UK Business Day next following such receipt in accordance with its normal procedures and after deducting any premium and costs of exchange. (b) If, for the purpose of obtaining or enforcing judgment in any court in any jurisdiction, it becomes necessary to convert into a particular currency (the “"Judgment Currency”") any amount due in Sterling, then the conversion shall be made on the basis of the rate of exchange prevailing on the next UK Business Day following the date such judgment is given and in any event the UK Borrower shall be obligated to pay the UK Administrative Agent or UK Banks any deficiency in accordance with Section 2B.13(c). For the foregoing purposes “"rate of exchange” " means the rate at which the UK Administrative Agent or relevant UK Banks, as applicable, in accordance with their normal banking procedures are able on the relevant date to purchase Sterling with the Judgment Currency after deducting any premium and costs of exchange. (c) If the UK Administrative Agent or any UK Bank receives any payment or payments on account of the liability of the UK Borrower hereunder pursuant to any judgment or order in any Other Currency, and the amount of Sterling which the UK Administrative Agent or relevant UK Bank is able to purchase on the UK Business Day next following such receipt with the proceeds of such payment or payments in accordance with its normal procedures and after deducting any premiums and costs of exchange is less than the amount of Sterling due in respect of such liabilities immediately prior to such judgment or order, then the UK Borrower shall, within five UK Business Days after demand, and the UK Borrower hereby agrees to, indemnify and save the UK Administrative Agent or such UK Bank harmless from and against any loss, cost or expense arising out of or in connection with such deficiency. The agreement of indemnity provided for in this Section 2B.13(c) shall constitute an obligation separate and independent from all other obligations contained in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Agent or the UK Banks or any of them from time to time, and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under any judgment or order.