Common use of Judgment Shortfall Clause in Contracts

Judgment Shortfall. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one Currency into another Currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first Currency could be purchased with such other Currency on the Business Day immediately preceding the day on which final judgment is given. (b) The obligations of the Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a Currency (the “Judgment Currency”) other than the Currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum due in accordance with this Agreement to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss and if the amount of the Agreement Currency so purchased exceeds the sum due in accordance with this Agreement to the Applicable Creditor in the Agreement Currency, the Applicable Creditor agrees to remit such excess to the Borrower. The obligations of the Borrower and Applicable Creditor contained in this Section 9.19 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

Judgment Shortfall. (a) IfThe obligations of the Parent, Arlington and GMSCII under the Holdings Guaranty to make payments in the respective currency or currencies in which the respective Obligations are required to be paid (such currency being herein called the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral Agent or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such other Secured Creditor under this Holdings Guaranty or the other Credit Documents or any Interest Rate Protection Agreements or any Other Hedging Agreements, as applicable. If for the purpose of obtaining or enforcing judgment against the Parent, Arlington or GMSCII in any courtcourt or in any jurisdiction, it is becomes necessary to convert a sum owing hereunder into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in one Currency into another the Obligation Currency, each party hereto agreesthe conversion shall be made, to the fullest extent that it may effectively do so, that at the rate of exchange used shall be that at which (quoted by the Administrative Agent, determined, in accordance with normal banking procedures in each case, as of the relevant jurisdiction the first Currency could be purchased with such other Currency on the Business Day date immediately preceding the day on which final the judgment is givengiven (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”). (b) The obligations If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the Borrower in respect of any sum due amount due, the Parent, Arlington and GMSCII jointly and severally covenant and agree to any party hereto pay, or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a Currency (the “Judgment Currency”) other than the Currency in which such sum is stated cause to be due hereunder paid, such additional amounts, if any (the “Agreement Currency”but in any event not a lesser amount), as may be discharged only necessary to ensure that the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due amount paid in the Judgment Currency, when converted at the Applicable Creditor may in accordance with normal banking procedures in rate of exchange prevailing on the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if date of payment, will produce the amount of the Agreement Obligation Currency so which could have been purchased is less than the sum due in accordance with this Agreement to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss and if the amount of the Agreement Judgment Currency so purchased exceeds the sum due in accordance with this Agreement to the Applicable Creditor stipulated in the Agreement Currency, judgment or judicial award at the Applicable Creditor agrees to remit such excess to rate or exchange prevailing on the Borrower. The obligations of the Borrower and Applicable Creditor contained in this Section 9.19 shall survive the termination of this Agreement and the payment of all other amounts owing hereunderJudgment Currency Conversion Date.

Judgment Shortfall. (a) IfThe obligations of the Parent, Arlington and GMSC under the Holdings Guaranty to make payments in the respective currency or currencies in which the respective Obligations are required to be paid (such currency being herein called the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral Agent or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such other Secured Creditor under this Holdings Guaranty or the other Credit Documents or any Interest Rate Protection Agreements or any Other Hedging Agreements, as applicable. If for the purpose of obtaining or enforcing judgment against the Parent, Arlington or GMSC in any courtcourt or in any jurisdiction, it is becomes necessary to convert a sum owing hereunder into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in one Currency into another the Obligation Currency, each party hereto agreesthe conversion shall be made, to the fullest extent that it may effectively do so, that at the rate of exchange used shall be that at which (quoted by the Administrative Agent, determined, in accordance with normal banking procedures in each case, as of the relevant jurisdiction the first Currency could be purchased with such other Currency on the Business Day date immediately preceding the day on which final the judgment is givengiven (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”). (b) The obligations If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the Borrower in respect of any sum due amount due, the Parent, Arlington and GMSC jointly and severally covenant and agree to any party hereto pay, or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a Currency (the “Judgment Currency”) other than the Currency in which such sum is stated cause to be due hereunder paid, such additional amounts, if any (the “Agreement Currency”but in any event not a lesser amount), as may be discharged only necessary to ensure that the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due amount paid in the Judgment Currency, when converted at the Applicable Creditor may in accordance with normal banking procedures in rate of exchange prevailing on the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if date of payment, will produce the amount of the Agreement Obligation Currency so which could have been purchased is less than the sum due in accordance with this Agreement to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss and if the amount of the Agreement Judgment Currency so purchased exceeds the sum due in accordance with this Agreement to the Applicable Creditor stipulated in the Agreement Currency, judgment or judicial award at the Applicable Creditor agrees to remit such excess to rate or exchange prevailing on the Borrower. The obligations of the Borrower and Applicable Creditor contained in this Section 9.19 shall survive the termination of this Agreement and the payment of all other amounts owing hereunderJudgment Currency Conversion Date.

Judgment Shortfall. (a) IfThe obligations of the Parent under the Parent Guaranty to make payments in the respective currency or currencies in which the respective Obligations are required to be paid (such currency being herein called the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Facility Agent, the Collateral Agent or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Facility Agent, the Collateral Agent or such other Secured Creditor under this Parent Guaranty or the other Credit Documents or any Interest Rate Protection Agreements or any Other Hedging Agreements, as applicable. If for the purpose of obtaining or enforcing judgment against the Parent in any courtcourt or in any jurisdiction, it is becomes necessary to convert a sum owing hereunder into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in one Currency into another the Obligation Currency, each party hereto agreesthe conversion shall be made, to the fullest extent that it may effectively do so, that at the rate of exchange used shall be that at which (quoted by the Facility Agent, determined, in accordance with normal banking procedures in each case, as of the relevant jurisdiction the first Currency could be purchased with such other Currency on the Business Day date immediately preceding the day on which final the judgment is givengiven (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”). (b) The obligations If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the Borrower in respect of any sum due amount due, the Parent, covenants and agrees to any party hereto pay, or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a Currency (the “Judgment Currency”) other than the Currency in which such sum is stated cause to be due hereunder paid, such additional amounts, if any (the “Agreement Currency”but in any event not a lesser amount), as may be discharged only necessary to ensure that the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due amount paid in the Judgment Currency, when converted at the Applicable Creditor may in accordance with normal banking procedures in rate of exchange prevailing on the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if date of payment, will produce the amount of the Agreement Obligation Currency so which could have been purchased is less than the sum due in accordance with this Agreement to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss and if the amount of the Agreement Judgment Currency so purchased exceeds the sum due in accordance with this Agreement to the Applicable Creditor stipulated in the Agreement Currency, judgment or judicial award at the Applicable Creditor agrees to remit such excess to rate or exchange prevailing on the Borrower. The obligations of the Borrower and Applicable Creditor contained in this Section 9.19 shall survive the termination of this Agreement and the payment of all other amounts owing hereunderJudgment Currency Conversion Date.

Judgment Shortfall. (a) IfThe obligations of the Parent, Arlington and GMSC under the Holdings Guaranty to make payments in the respective currency or currencies in which the respective Guaranteed Obligations are required to be paid (such currency being herein called the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral Agent or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such other Secured Creditor under this Holdings Guaranty or the other Credit Documents or any Interest Rate Protection Agreements or any Other Hedging Agreements, as applicable. If for the purpose of obtaining or enforcing judgment against the Parent, Arlington or GMSC in any courtcourt or in any jurisdiction, it is becomes necessary to convert a sum owing hereunder into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in one Currency into another the Obligation Currency, each party hereto agreesthe conversion shall be made, to the fullest extent that it may effectively do so, that at the rate of exchange used shall be that at which (quoted by the Administrative Agent, determined, in accordance with normal banking procedures in each case, as of the relevant jurisdiction the first Currency could be purchased with such other Currency on the Business Day date immediately preceding the day on which final the judgment is givengiven (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”). (b) The obligations If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the Borrower in respect of any sum due amount due, the Parent, Arlington and GMSC jointly and severally covenant and agree to any party hereto pay, or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a Currency (the “Judgment Currency”) other than the Currency in which such sum is stated cause to be due hereunder paid, such additional amounts, if any (the “Agreement Currency”but in any event not a lesser amount), as may be discharged only necessary to ensure that the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due amount paid in the Judgment Currency, when converted at the Applicable Creditor may in accordance with normal banking procedures in rate of exchange prevailing on the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if date of payment, will produce the amount of the Agreement Obligation Currency so which could have been purchased is less than the sum due in accordance with this Agreement to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss and if the amount of the Agreement Judgment Currency so purchased exceeds the sum due in accordance with this Agreement to the Applicable Creditor stipulated in the Agreement Currency, judgment or judicial award at the Applicable Creditor agrees to remit such excess to rate or exchange prevailing on the Borrower. The obligations of the Borrower and Applicable Creditor contained in this Section 9.19 shall survive the termination of this Agreement and the payment of all other amounts owing hereunderJudgment Currency Conversion Date.

Judgment Shortfall. (a) Ifthe Obligations of the Parent and Arlington under the Holdings Guaranty to make payments in the respective currency or currencies in which the respective Guaranteed Obligations are required to be paid (such currency being herein called the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral Agent or the respective Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such other Secured Creditor under this Holdings Guaranty or the other Credit Documents, as applicable. If for the purpose of obtaining judgment or enforcing judgments against the Parent or Arlington in any courtcourt or jurisdiction, it is becomes necessary to convert a sum owing hereunder into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in one Currency into another the Obligation Currency, each party hereto agreesthe conversion shall be made, to the fullest extent that it may effectively do so, that at the rate of exchange used shall be that at which (quoted by the Administrative Agent, determined, in accordance with normal banking procedures in each case, as of the relevant jurisdiction the first Currency could be purchased with such other Currency on the Business Day date immediately preceding the day on which final the judgment is givengiven (such Business Day hereinafter referred to as the “Judgment Currency Conversion Date”). (b) The obligations If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the Borrower in respect of any sum due amount due, the Parent and Arlington jointly and severally agree to any party hereto pay, or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a Currency (the “Judgment Currency”) other than the Currency in which such sum is stated cause to be due hereunder paid, such additional amounts, if any (the “Agreement Currency”but in any event not a lesser amount), as may be discharged only necessary to ensure that the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due amount paid in the Judgment Currency, when converted at the Applicable Creditor may in accordance with normal banking procedures in rate of exchange prevailing on the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if date of payment, will produce the amount of the Agreement Obligation Currency so which could have been purchased is less than the sum due in accordance with this Agreement to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss and if the amount of the Agreement Judgment Currency so purchased exceeds the sum due in accordance with this Agreement to the Applicable Creditor stipulated in the Agreement Currency, judgment or judicial award at the Applicable Creditor agrees to remit such excess to rate or exchange prevailing on the Borrower. The obligations of the Borrower and Applicable Creditor contained in this Section 9.19 shall survive the termination of this Agreement and the payment of all other amounts owing hereunderJudgment Currency Conversion Date.