Common use of Determinations; Judgment Currency Clause in Contracts

Determinations; Judgment Currency. If, for the purposes of obtaining or enforcing judgment in any court in any jurisdiction with respect to this Agreement or any other Loan Document, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), then, to the extent permitted by law, conversion shall be made at the Currency Exchange Rate on the Business Day before the day on which judgment is given (or for the purposes of Section 2.9(f), on the Business Day on which the payment was received by the Administrative Agent). In the event that there is a change in the Currency Exchange Rate between the Business Day before the day on which the judgment is given and the date of receipt by the Administrative Agent of the amount due, the Borrower shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any as may be necessary to ensure that the amount received by the Administrative Agent on such date is the amount in the Judgment Currency which (when converted at the Currency Exchange Rate on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is the amount then due under this Agreement or such other Loan Document in the Currency Due. If the amount of the Currency Due (including any Currency Due for purposes of Section 2.9) from the Borrower which the Administrative Agent is so able to purchase is less than the amount of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, (ii) give rise to a separate and independent cause of action, (iii) apply irrespective of any indulgence granted by any Agent or any Lender from time to time, (iv) survive the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order.

Determinations; Judgment Currency. (a) This is an international financial transaction in which the specification of a currency and payment in New York City is of the essence. Dollars shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to the Agent’s Account in immediately available funds. To the fullest extent permitted by Applicable Law, the Obligations of Borrowers to Agent and the Lenders under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any other currency or in any other manner than to the Agent’s Account to the extent that the amount so paid after conversion under this Agreement and transfer to the Agent’s Account does not yield the amount of Dollars in New York City due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining or enforcing judgment against Borrowers in any court in any jurisdiction in connection with respect to this Agreement or any other Loan Document, it becomes necessary to convert into the any other currency of (such jurisdiction (other currency being referred to as the “Judgment Currency”) any an amount due under this Agreement or under any other Loan Document in any currency Dollars other than Judgment Currency, the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), then, to the extent permitted by law, conversion shall be made at the Currency Exchange Rate on the Business Day before immediately preceding (a) the day date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that would give effect to such conversion being made on which judgment is given such date, or (or for b) the purposes of Section 2.9(f), on the Business Day date on which the payment was received by judgment is given, in the Administrative Agentcase of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 17.14 being hereinafter referred to as the “Judgment Conversion Date”). In . (b) If, in the event that case of any proceeding in the court of any jurisdiction referred to in subsection (a) above, there is a change in the Currency Exchange Rate between the Business Day before the day on which the judgment is given Judgment Conversion Date and the date of actual receipt by the Administrative Agent for value of the amount due, the Borrower Borrowers shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, amount (if any and in any event not a lesser amount) as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency which (Currency, when converted at the Currency Exchange Rate rate of exchange prevailing on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is payment, will produce the amount then due under this Agreement or such other Loan Document in the Currency Due. If of Dollars which could have been purchased with the amount of the Judgment Currency Due (including any Currency Due for purposes of Section 2.9) from stipulated in the Borrower which the Administrative Agent is so able to purchase is less than the amount of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, (ii) give rise to a separate and independent cause of action, (iii) apply irrespective of any indulgence granted by any Agent or any Lender from time to time, (iv) survive the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. (c) Any amount due from Borrowers under this Section 17.14 shall not be affected by judgment being obtained for a liquidated sum any other amounts due under or in respect of an amount due under this Agreement or any Loan Document. (d) All costs, fees, expenses or losses of Agent or any other Loan Document member of the Lender Group associated with any currency exchange transaction consummated in connection with the transactions contemplated hereunder shall constitute Obligations and shall be immediately payable on demand, subject to Section 2.14, by (i) the Foreign Borrowers with respect to any such Obligations that are Foreign Obligations and (ii) the U.S. Borrowers with respect to any such Obligations (whether constituting U.S. Obligations or under any judgment or orderForeign Obligations).

Determinations; Judgment Currency. (a) This is an international financial transaction in which the specification of a currency and payment is of the essence. Dollars shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to Agent's Account in immediately available funds. To the fullest extent permitted by applicable law, the Obligations of Borrower to Agent and the Lenders under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any currency other than Dollars or in any other manner than to Agent's Account to the extent that the amount so paid after conversion under this Agreement and transfer to Agent's Account does not yield the amount of Dollars with respect to Obligations owing to Lenders due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining or enforcing judgment against Borrower in any court in any jurisdiction in connection with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other currency (such other currency being referred to as the currency of such jurisdiction (the “"Judgment Currency”") any an amount due under this Agreement or under any other Loan Document in any currency other than Dollars, the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), then, to the extent permitted by law, conversion shall be made at the Currency Exchange Rate rate of exchange prevailing on the Business Day before immediately preceding (a) the day date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that would give effect to such conversion being made on which judgment is given such date, or (or for b) the purposes of Section 2.9(f), on the Business Day date on which the payment was received by judgment is given, in the Administrative Agentcase of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 17.13 being hereinafter referred to as the "Judgment Conversion Date"). In . (b) If, in the event that case of any proceeding in the court of any jurisdiction referred to in subsection (a) above, there is a change in the Currency Exchange Rate rate of exchange prevailing between the Business Day before the day on which the judgment is given Judgment Conversion Date and the date of actual receipt by the Administrative Agent for value of the amount due, the Borrower shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, amount (if any and in any event not a lesser amount) as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency which (Currency, when converted at the Currency Exchange Rate rate of exchange prevailing on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is payment, will produce the amount then due under this Agreement or such other Loan Document in the Currency Due. If of Dollars which could have been purchased with the amount of the Judgment Currency Due (including any Currency Due for purposes stipulated in the judgment or judicial order at the rate of Section 2.9) from exchange prevailing on the Borrower which the Administrative Agent is so able to purchase is less than the amount Judgment Conversion Date. The term "rate of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained exchange" in this Agreement and Section means the other Loan Documentsspot rate of exchange at which Agent would, on the relevant date at or about 10:30 a.m. (ii) give rise New York time), be prepared to a separate and independent cause of action, (iii) apply irrespective of any indulgence granted by any Agent or any Lender from time to time, (iv) survive sell Dollars against the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or orderJudgment Currency.

Determinations; Judgment Currency. (a) This is an international financial transaction in which the specification of a currency and payment is of the essence. Dollars shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to Agent's Applicable Account in immediately available funds. To the fullest extent permitted by applicable law, the Obligations of Borrower to Agent and the Lenders under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any currency other than Dollars or in any other manner than to Agent's Applicable Account to the extent that the amount so paid after conversion under this Agreement and transfer to Agent's Applicable Account does not yield the amount of Dollars with respect to Obligations owing to Lenders due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining or enforcing judgment against Borrower in any court in any jurisdiction in connection with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other currency (such other currency being referred to as the currency of such jurisdiction (the “"Judgment Currency”") any an amount due under this Agreement or under any other Loan Document in any currency other than Dollars, the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), then, to the extent permitted by law, conversion shall be made at the Currency Exchange Rate rate of exchange prevailing on the Business Day before immediately preceding (a) the day date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that would give effect to such conversion being made on which judgment is given such date, or (or for b) the purposes of Section 2.9(f), on the Business Day date on which the payment was received by judgment is given, in the Administrative Agentcase of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 17.13 being hereinafter referred to as the "Judgment Conversion Date"). In . (b) If, in the event that case of any proceeding in the court of any jurisdiction referred to in subsection (a) above, there is a change in the Currency Exchange Rate rate of exchange prevailing between the Business Day before the day on which the judgment is given Judgment Conversion Date and the date of actual receipt by the Administrative Agent for value of the amount due, the Borrower shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, amount (if any and in any event not a lesser amount) as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency which (Currency, when converted at the Currency Exchange Rate rate of exchange prevailing on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is payment, will produce the amount then due under this Agreement or such other Loan Document in the Currency Due. If of Dollars which could have been purchased with the amount of the Judgment Currency Due (including any Currency Due for purposes stipulated in the judgment or judicial order at the rate of Section 2.9) from exchange prevailing on the Borrower which the Administrative Agent is so able to purchase is less than the amount Judgment Conversion Date. The term "rate of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained exchange" in this Agreement and Section means the other Loan Documentsspot rate of exchange at which Agent would, on the relevant date at or about 10:30 a.m. (ii) give rise New York time), be prepared to a separate and independent cause of action, (iii) apply irrespective of any indulgence granted by any Agent or any Lender from time to time, (iv) survive sell Dollars against the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or orderJudgment Currency.

Determinations; Judgment Currency. (a) This is an international financial transaction in which the specification of a currency and payment is of the essence. US Dollars or Canadian Dollars, as applicable, shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to the applicable Agent’s Account in immediately available funds. To the fullest extent permitted by applicable law, the Obligations of each Borrower to Agents and the Lenders under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any other currency or in any other manner than to the applicable Agent’s Account to the extent that the amount so paid after conversion under this Agreement and transfer to the applicable Agent’s Account, as applicable, does not yield the amount of US Dollars with respect to US Obligations, Canadian Obligations advanced as US Dollars or Canadian Dollars with respect to Canadian Obligations advanced as Canadian Dollars owing to Lenders due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining or enforcing judgment against Borrowers in any court in any jurisdiction in connection with respect to this Agreement or any other Loan Document, it becomes necessary to convert into the any other currency of (such jurisdiction (other currency being referred to as the “Judgment Currency”) any an amount due under this Agreement or under any other Loan Document in any currency other than US Dollars or Canadian Dollars, as applicable, the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), then, to the extent permitted by law, conversion shall be made at the Currency Exchange Rate rate of exchange prevailing on the Business Day before immediately preceding (i) the day date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that would give effect to such conversion being made on which judgment is given such date, or (or for ii) the purposes of Section 2.9(f), on the Business Day date on which the payment was received by judgment is given, in the Administrative Agentcase of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 17.14 being hereinafter referred to as the “Judgment Conversion Date”). In . (b) If, in the event that case of any proceeding in the court of any jurisdiction referred to in subsection (a) above, there is a change in the Currency Exchange Rate rate of exchange prevailing between the Business Day before the day on which the judgment is given Judgment Conversion Date and the date of actual receipt by the Administrative Agent for value of the amount due, the Borrower applicable Borrowers shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, amount (if any and in any event not a lesser amount) as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency which (Currency, when converted at the Currency Exchange Rate rate of exchange prevailing on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is payment, will produce the amount then due under this Agreement of US Dollars or such other Loan Document in the Currency Due. If Canadian Dollars, as applicable, which could have been purchased with the amount of the Judgment Currency Due (including any Currency Due for purposes stipulated in the judgment or judicial order at the rate of Section 2.9) from exchange prevailing on the Borrower which the Administrative Agent is so able to purchase is less than the amount Judgment Conversion Date. The term “rate of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained exchange” in this Agreement and Section means the other Loan Documentsspot rate of exchange at which US Agent would, on the relevant date at or about 10:30 a.m. (ii) give rise New York time), be prepared to a separate and independent cause of actionsell US Dollars or Canadian Dollars, (iii) apply irrespective of any indulgence granted by any Agent or any Lender from time to timeas applicable, (iv) survive against the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or orderJudgment Currency.

Determinations; Judgment Currency. (a) This is an international financial transaction in which the specification of a currency and payment in New York City is of the essence. Dollars shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to the Agent’s Account in immediately available funds. To the fullest extent permitted by applicable law, the Obligations of each Borrower to Agent and the Lenders under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any other currency or in any other manner than to the Agent’s Account to the extent that the amount so paid after conversion under this Agreement and transfer to the Agent’s Account does not yield the amount of Dollars in New York City due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining or enforcing judgment against Borrowers in any court in any jurisdiction in connection with respect to this Agreement or any other Loan Document, it becomes necessary to convert into the any other currency of (such jurisdiction (other currency being referred to as the “Judgment Currency”) any an amount due under this Agreement or under any other Loan Document in any currency Dollars other than Judgment Currency, the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), then, to the extent permitted by law, conversion shall be made at the Currency Exchange Rate rate of exchange prevailing on the Business Day before immediately preceding (a) the day date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that would give effect to such conversion being made on which judgment is given such date, or (or for b) the purposes of Section 2.9(f), on the Business Day date on which the payment was received by judgment is given, in the Administrative Agentcase of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 17.10 being hereinafter referred to as the “Judgment Conversion Date”). In . (b) If, in the event that case of any proceeding in the court of any jurisdiction referred to in subsection (a) above, there is a change in the Currency Exchange Rate rate of exchange prevailing between the Business Day before the day on which the judgment is given Judgment Conversion Date and the date of actual receipt by the Administrative Agent for value of the amount due, the Borrower Borrowers shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, amount (if any and in any event not a lesser amount) as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency which (Currency, when converted at the Currency Exchange Rate rate of exchange prevailing on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is payment, will produce the amount then due under this Agreement or such other Loan Document in the Currency Due. If of Dollars which could have been purchased with the amount of the Judgment Currency Due (including any Currency Due for purposes stipulated in the judgment or judicial order at the rate of Section 2.9) from exchange prevailing on the Borrower which the Administrative Agent is so able to purchase is less than the amount Judgment Conversion Date. The term “rate of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained exchange” in this Agreement and Section means the other Loan Documentsspot rate of exchange at which Agent would, on the relevant date at or about 12:00 noon (ii) give rise California time), be prepared to a separate and independent cause of action, (iii) apply irrespective of any indulgence granted by any Agent or any Lender from time to time, (iv) survive sell Dollars against the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or orderJudgment Currency.

Determinations; Judgment Currency. (a) This is an international financial transaction in which the specification of a currency and payment in New York City is of the essence. Dollars shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to the Agent’s Account in immediately available funds. To the fullest extent permitted by Applicable Law, the Obligations of each Borrower (and of each Guarantor) to Agents and the Lenders under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any other currency or in any other manner than to the Agent’s Account to the extent that the amount so paid after conversion under this Agreement and transfer to the Agent’s Account does not yield the amount of Dollars in New York City due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining or enforcing judgment against Borrowers in any court in any jurisdiction in connection with respect to this Agreement or any other Loan Document, it becomes necessary to convert into the any other currency of (such jurisdiction (other currency being referred to as the “Judgment Currency”) any an amount due under this Agreement or under any other Loan Document in any currency Dollars other than Judgment Currency, the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), thenconversion shall, to the fullest extent permitted by lawthat it may lawfully and effectively be done, conversion shall be made at the Currency Exchange Rate rate of exchange prevailing on the Business Day before immediately preceding (a) the day date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that would give effect to such conversion being made on which judgment is given such date, or (or for b) the purposes of Section 2.9(f), on the Business Day date on which the payment was received by judgment is given, in the Administrative Agentcase of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 17.11 being hereinafter referred to as the “Judgment Conversion Date”). In . (b) If, in the event that case of any proceeding in the court of any jurisdiction referred to in subsection (a) above, there is a change in the Currency Exchange Rate rate of exchange prevailing between the Business Day before the day on which the judgment is given Judgment Conversion Date and the date of actual receipt by the Administrative Agent for value of the amount due, the Borrower Borrowers (or Guarantors, as applicable) shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, amount (if any and in any event not a lesser amount) as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency which (Currency, when converted at the Currency Exchange Rate rate of exchange prevailing on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is payment, will produce the amount then due under this Agreement or such other Loan Document in the Currency Due. If of Dollars which could have been purchased with the amount of the Judgment Currency Due (including any Currency Due for purposes stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. The term “rate of exchange” in this Section 2.9) from means the Borrower spot rate of exchange at which the Administrative Agent is so able would, on the relevant date at or about 3:00 p.m. (New York time), be prepared to purchase is less than sell Dollars against the amount of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, (ii) give rise to a separate and independent cause of action, (iii) apply irrespective of any indulgence granted by any Agent or any Lender from time to time, (iv) survive the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or orderJudgment Currency.

Determinations; Judgment Currency. (a) This is an international financial transaction in which the specification of a currency and payment is of the essence. Dollars or Canadian Dollars, as applicable, shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to the applicable Agent’s Account in immediately available funds. To the fullest extent permitted by applicable law, the Obligations of each Borrower to Agents and the Lenders under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any other currency or in any other manner than to the applicable Agent’s Account to the extent that the amount so paid after conversion under this Agreement and transfer to the applicable Agent’s Account, as applicable, does not yield the amount of Dollars with respect to US Obligations or Canadian Dollars with respect to Canadian Obligations owing to Lenders due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining or enforcing judgment against Borrowers in any court in any jurisdiction in connection with respect to this Agreement or any other Loan Document, it becomes necessary to convert into the any other currency of (such jurisdiction (other currency being referred to as the “Judgment Currency”) any an amount due under this Agreement or under any other Loan Document in any currency other than Dollars or Canadian Dollars, as applicable, the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), then, to the extent permitted by law, conversion shall be made at the Currency Exchange Rate rate of exchange prevailing on the Business Day before immediately preceding (a) the day date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that would give effect to such conversion being made on which judgment is given such date, or (or for b) the purposes of Section 2.9(f), on the Business Day date on which the payment was received by judgment is given, in the Administrative Agentcase of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 17.16 being hereinafter referred to as the “Judgment Conversion Date”). In . (b) If, in the event that case of any proceeding in the court of any jurisdiction referred to in subsection (a) above, there is a change in the Currency Exchange Rate rate of exchange prevailing between the Business Day before the day on which the judgment is given Judgment Conversion Date and the date of actual receipt by the Administrative Agent for value of the amount due, the Borrower applicable Borrowers shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, amount (if any and in any event not a lesser amount) as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency which (Currency, when converted at the Currency Exchange Rate rate of exchange prevailing on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is payment, will produce the amount then due under this Agreement of Dollars or such other Loan Document in the Currency Due. If Canadian Dollars, as applicable, which could have been purchased with the amount of the Judgment Currency Due stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. The term “rate of exchange” in this Section means the spot rate of exchange at which US Agent would, on the relevant date at or about 10:30 a.m. (including any Currency Due for purposes of New York time), be prepared to sell Dollars or Canadian Dollars, as applicable, against the Judgment Currency. (c) Any amount due from Borrowers under this Section 2.9) from the Borrower which the Administrative Agent is so able to purchase is less than the amount of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower 17.16 shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Loan Documents, (ii) shall give rise to a separate and independent cause of action, (iii) shall apply irrespective of any indulgence granted by any Agent or any Lender from time to time, (iv) survive the payment in full of the Obligations time and the termination of this Agreement, and (v) shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order. (d) Where any amount is denominated in Dollars under this Agreement but requires for its determination an amount which is determined in another currency, US Agent shall determine the applicable exchange rate in its sole Permitted Discretion. Where any amount is denominated in Canadian Dollars under this Agreement but requires for its determination an amount which is determined in another currency, Canadian Agent shall determine the applicable exchange rate in its sole Permitted Discretion.

Determinations; Judgment Currency. (a) This is an international financial transaction in which the specification of a currency and payment in New York City is of the essence. Dollars shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to the Lender's Account in immediately available funds. To the fullest extent permitted by applicable law, the Obligations of each Borrower to Lender under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any other currency or in any other manner than to the Lender's Account to the extent that the amount so paid after conversion under this Agreement and transfer to the Lender's Account does not yield the amount of Dollars in New York City due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining or enforcing judgment against Borrowers in any court in any jurisdiction in connection with respect to this Agreement or any other Loan Document, it becomes necessary to convert into any other currency (such other currency being referred to as the currency of such jurisdiction (the “"Judgment Currency”") any an amount due under this Agreement or under any other Loan Document in any currency Dollars other than Judgment Currency, the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), then, to the extent permitted by law, conversion shall be made at the Currency Exchange Rate rate of exchange prevailing on the Business Day before immediately preceding (a) the day date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that would give effect to such conversion being made on which judgment is given such date, or (or for b) the purposes of Section 2.9(f), on the Business Day date on which the payment was received by judgment is given, in the Administrative Agentcase of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 16.11 being hereinafter referred to as the "Judgment Conversion Date"). In . (b) If, in the event that case of any proceeding in the court of any jurisdiction referred to in subsection (a) above, there is a change in the Currency Exchange Rate rate of exchange prevailing between the Business Day before the day on which the judgment is given Judgment Conversion Date and the date of actual receipt by the Administrative Agent for value of the amount due, the Borrower Borrowers shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, amount (if any and in any event not a lesser amount) as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency which (Currency, when converted at the Currency Exchange Rate rate of exchange prevailing on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is payment, will produce the amount then due under this Agreement or such other Loan Document in the Currency Due. If of Dollars which could have been purchased with the amount of the Judgment Currency Due (including any Currency Due for purposes stipulated in the judgment or judicial order at the rate of Section 2.9) from exchange prevailing on the Borrower which the Administrative Agent is so able to purchase is less than the amount Judgment Conversion Date. The term "rate of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained exchange" in this Agreement and Section means the other Loan Documentsspot rate of exchange at which Lender would, on the relevant date at or about 12:00 noon (ii) give rise California time), be prepared to a separate and independent cause of action, (iii) apply irrespective of any indulgence granted by any Agent or any Lender from time to time, (iv) survive sell Dollars against the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or orderJudgment Currency.

Determinations; Judgment Currency. (a) This is an international financial transaction in which the specification of a currency and payment is of the essence. Dollars or Canadian Dollars, as applicable, shall be the currency of account in the case of all payments pursuant to or arising under this Agreement or under any other Loan Document, and all such payments shall be made to the applicable Agent’s Account in immediately available funds. To the fullest extent permitted by applicable law, the Obligations of each Borrower to Agents and the Lenders under this Agreement and under the other Loan Documents shall not be discharged by any amount paid in any other currency or in any other manner than to the applicable Agent’s Account to the extent that the amount so paid after conversion under this Agreement and transfer to the applicable Agent’s Account, as applicable, does not yield the amount of Dollars with respect to US Obligations or Canadian Dollars with respect to Canadian Obligations owing to Lenders due under this Agreement and under the other Loan Documents. If, for the purposes of obtaining or enforcing judgment against Borrowers in any court in any jurisdiction in connection with respect to this Agreement or any other Loan Document, it becomes necessary to convert into the any other currency of (such jurisdiction (other currency being referred to as the “Judgment Currency”) any an amount due under this Agreement or under any other Loan Document in any currency other than Dollars or Canadian Dollars, as applicable, the Judgment Currency (the “Currency Due”) (or for the purposes of Section 2.9(f)), then, to the extent permitted by law, conversion shall be made at the Currency Exchange Rate rate of exchange prevailing on the Business Day before immediately preceding (a) the day date of actual payment of the amount due, in the case of any proceeding in the courts of any jurisdiction that would give effect to such conversion being made on which judgment is given such date, or (or for b) the purposes of Section 2.9(f), on the Business Day date on which the payment was received by judgment is given, in the Administrative Agentcase of any proceeding in the courts of any other jurisdiction (the applicable date as of which such conversion is made pursuant to this Section 17.14 being hereinafter referred to as the “Judgment Conversion Date”). In . (b) If, in the event that case of any proceeding in the court of any jurisdiction referred to in subsection (a) above, there is a change in the Currency Exchange Rate rate of exchange prevailing between the Business Day before the day on which the judgment is given Judgment Conversion Date and the date of actual receipt by the Administrative Agent for value of the amount due, the Borrower applicable Borrowers shall to the extent permitted by law, on the date of receipt by the Administrative Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, amount (if any and in any event not a lesser amount) as may be necessary to ensure that the amount actually received by the Administrative Agent on such date is the amount in the Judgment Currency which (Currency, when converted at the Currency Exchange Rate rate of exchange prevailing on the date of receipt by the Administrative Agent in accordance with normal banking procedures in the relevant jurisdiction) is payment, will produce the amount then due under this Agreement of Dollars or such other Loan Document in the Currency Due. If Canadian Dollars, as applicable, which could have been purchased with the amount of the Judgment Currency Due (including any Currency Due for purposes stipulated in the judgment or judicial order at the rate of Section 2.9) from exchange prevailing on the Borrower which the Administrative Agent is so able to purchase is less than the amount Judgment Conversion Date. The term “rate of the Currency Due (including any Currency Due for purposes of Section 2.9) originally due to it, the Borrower shall indemnify and save the Agents and Lenders harmless from and against loss or damage arising as a result of such deficiency. This indemnity shall (i) constitute an obligation separate and independent from the other obligations contained exchange” in this Agreement and Section means the other Loan Documentsspot rate of exchange at which U.S. Agent would, on the relevant date at or about 10:30 a.m. (ii) give rise Eastern Standard time), be prepared to a separate and independent cause of actionsell Dollars or Canadian Dollars, (iii) apply irrespective of any indulgence granted by any Agent or any Lender from time to timeas applicable, (iv) survive against the payment in full of the Obligations and the termination of this Agreement, and (v) continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or orderJudgment Currency.