Common use of Judgment Clause in Contracts

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a Borrower in respect of any such sum due from it to the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due from any Borrower hereunder or any other Loan Document in one the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first specified currency with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) on the Business Day preceding that on which final final, non-appealable judgment is given. The obligation obligations of a each Borrower in respect of any such sum due from it to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currency, such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal normal, reasonable banking procedures purchase the Agreement Currency specified currency with the Judgment Currencysuch other currency. If the amount of the Agreement Currency specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent Agent, as the case may be, in the Agreement Currencyspecified currency, the applicable each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or Agent, as the Person to whom such obligation was owing case may be, against such loss. If , and if the amount of the Agreement specified currency so purchased is greater than exceeds (a) the sum originally due to any Lender or the Administrative Agent Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such currencyexcess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent Agent, as the case may be, agrees to return the amount of any remit such excess to such Borrower (or to any other Person who may be entitled thereto under applicable law)Borrower.

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a Borrower in respect of any such sum due from it to the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the applicable Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, jointly and severally, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such the Applicable Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in Dollars into Euro, or any other Loan Document to convert a sum due hereunder in one currency Euro into another currencyDollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency Equivalent thereof on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in Euro or Dollars (the “Primary Currency”) to the Administrative any Lender or any Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or such Agent (as the Administrative Agent case may be), of any sum adjudged to be so due in such other currency, such Lender or such Agent (as the Judgment Currency, the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or such Agent (as the Administrative Agent case may be) in the Agreement applicable Primary Currency, the applicable Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or such Agent (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or such Agent (as the Administrative case may be) in the applicable Primary Currency, such Lender or such Agent in such currency, (as the Administrative Agent case may be) agrees to return remit to the amount of any excess to applicable Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under any of the other Loan Document Documents in one currency U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. dollars with such other currency at Citibank on the Business Day preceding that on which final judgment is given. . (b) The obligation of a each Borrower in respect of any such sum due from it to any Lender Party or the Administrative Agent hereunder or under any of the other Loan Documents held by such Lender Party shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)U.S. dollars, be discharged only to the extent that on the Business Day following of receipt by such Lender Party or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currency, such other currency such Lender Party or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency U.S. dollars so purchased is are less than the sum originally due by such Borrower to such Lender Party or the Administrative Agent (as the case may be) in the Agreement CurrencyU.S. dollars, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender Party or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency U.S. dollars so purchased is greater than exceed the sum originally due by such Borrower to any Lender Party or the Administrative Agent (as the case may be) in U.S. dollars, such currency, Lender Party or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Designated Agent could purchase the first currency Dollars with such other currency at the Designated Agent’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which a final judgment is given. . (a) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Designated Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Designated Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Lender or the Judgment CurrencyDesignated Agent (as the case may be) may, the Administrative Agent may in accordance with normal banking procedures procedures, purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Designated Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Designated Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to such Lender or the Administrative Designated Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Designated Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, for the purposes of filing a claim or obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Currency, the applicable each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent or such Lender agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the second Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation obligations of a any Borrower in respect of this Agreement and any such sum Note due from it to the Administrative Agent hereunder any party hereto or under the other Loan Documents any holder of any bond shall, notwithstanding any judgment in a currency (the “Judgment Currencyjudgment currency”) other than that the currency in which the sum originally due to such sum party or such holder is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currencyoriginal currency”), be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency original currency with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency original currency so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement Currencyoriginal currency, the applicable Borrower agrees, Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement original currency so purchased is greater than exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the Administrative Agent in case may be), such currencyparty or such holder (as the case may be), the Administrative Agent agrees to return remit to the amount Company, such excess. This covenant shall survive the termination of any excess to such Borrower (or to any this Agreement and payment of the Loans and all other Person who may be entitled thereto under applicable law)amounts payable hereunder.

Judgment. (a) If, for the purposes purpose of obtaining judgment in any court, it is necessary to convert a sum due owing hereunder or any other Loan Document 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 Administrative Agent could purchase relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding that the day on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. dollars with such other currency at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under the Notes in any other Loan Document in one currency (the “Original Currency”) into another currencycurrency (the “Other Currency”) the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Original Currency with such other currency the Other Currency at London, England on the third Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due in the Original Currency from it to any Bank or the Administrative Agent hereunder or under the other Loan Documents Notes held by such Bank shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Bank or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Bank or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Original Currency with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to such Bank or the Administrative Agent (as the case may be) in the Agreement Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Bank or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency Original Currency so purchased is greater than exceeds the sum originally due to any Bank or the Administrative Agent (as the case may be) in the Original Currency, such currency, Bank or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation of a the Company or any Subsidiary Borrower in respect of any such sum due from it to any Bank or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement or the other Credit Documents (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Bank or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currency, Currency such Bank or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If ; if the amount of the Agreement Currency so purchased is less than the sum originally due to such Bank or the Administrative Agent (as the case may be) in the Agreement Currency, the applicable Company or such Subsidiary Borrower (as the case may be) agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency Currency so purchased is greater than exceeds the sum originally due to any Bank or the Administrative Agent in (as the case may be), such currency, Bank or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Company or such Subsidiary Borrower (or to any other Person who as the case may be entitled thereto under applicable law)be) such excess.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation obligations of a the Borrower in respect of this Agreement and any such sum Note due from it to the Administrative Agent hereunder any party hereto or under the other Loan Documents any holder of any bond shall, notwithstanding any judgment in a currency (the “Judgment Currencyjudgment currency”) other than that the currency in which the sum originally due to such sum party or such holder is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currencyoriginal currency”), be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency original currency with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency original currency so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement Currencyoriginal currency, the applicable Borrower agrees, agrees as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement original currency so purchased is greater than exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the Administrative Agent in case may be), such currencyparty or such holder (as the case may be), the Administrative Agent agrees to return remit to the amount Borrower, such excess. This covenant shall survive the termination of any excess to such Borrower (or to any this Agreement and payment of the Loans and all other Person who may be entitled thereto under applicable law)amounts payable hereunder.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under the Notes in any other Loan Document in one currency (the "Original Currency") into another currencycurrency (the "Other Currency") the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Paying Agent could purchase the first currency Original Currency with such other currency the Other Currency at 9:00 A.M. (New York City time) on the first Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due in the Original Currency from it to any Lender or the Administrative Paying Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Paying Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Lender or the Judgment Currency, Paying Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency Dollars with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to such Lender or the Administrative Paying Agent (as the case may be) in the Agreement Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Paying Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency Original Currency so purchased is greater than exceeds the sum originally due to any Lender or the Administrative Paying Agent (as the case may be) in the Original Currency, such currency, Lender or the Administrative Paying Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. (a) If, for the purposes purpose of obtaining judgment in any court, it is necessary to convert a sum due owing hereunder or any other Loan Document 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 Administrative Agent could purchase relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding that the day on which final judgment is given. . (b) The obligation of a the Borrower and each Loan Party in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Designated Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Designated Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Designated Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Designated Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower and each other Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Designated Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Designated Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Designated Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower or such Borrower (or to any other Person who may be entitled thereto under applicable law)Loan Party such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the rate of exchange used shall parties hereto agree, to the fullest extent that they may effectively do so, that such amount in Dollars be that at which converted into an amount equal to the Equivalent amount in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Committed Currency into Dollars, the parties agree to the fullest extent that they may effectively do so, that such amount in a Committed Currency be converted into an amount equal to the Equivalent amount in Dollars on the Business Day preceding that on which final judgment is given. (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or in any other Loan Document in one currency (the “Primary Currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency applicable Primary Currency with such other currency at BNP Paribas’s principal office in London at 11:00 a.m. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in the applicable Primary Currency to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in US Dollars or any other Loan Document in one currency Canadian Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US Dollars or Canadian Dollars with such other currency at Bank of America’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Borrower in the Agreement Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the Person to whom such obligation was owing case may be, against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent or its assigns could purchase the first currency Dollars with such other currency at New York, New York on the Business Day preceding that on which final judgment is given. . (b) The obligation obligations of the Seller, the Servicer and each Originator (each, a Borrower “Payor”) in respect of any such sum due from it such Payor to the Administrative Banks or the Agent (each, a “Recipient”) hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)Dollars, be discharged only to the extent that on the Business Day following such Recipient’s receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currencysuch other currency, the Administrative Agent may such Recipient may, in accordance with normal banking procedures purchase (and remit in New York) Dollars with such other currency; if the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency Dollars so purchased is and remitted are less than the sum originally due to the Administrative Agent such Recipient in the Agreement CurrencyDollars, the applicable Borrower relevant Payor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing relevant Recipient against such loss. If , and if the amount of the Agreement currency Dollars so purchased is greater than exceed the sum originally due to the Administrative Agent relevant Recipient in such currencyDollars, the Administrative Agent relevant Recipient agrees to return remit to the amount of any excess to relevant Payor such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document under the Notes in one currency U.S. Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. Dollars with such other currency at New York City on the Business Day preceding that on which final judgment is given. . (b) The obligation of a Borrower the Borrowers in respect of any such sum due from it to the Administrative Agent or any Lender, as the case may be, hereunder or under the other Loan Documents Notes shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)U.S. Dollars, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, such other currency the Administrative Agent or the Lender, as the case may be, may in accordance with normal banking procedures purchase U.S. Dollars with such other currency; if the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency U.S. Dollars so purchased is are less than the sum originally due to the Administrative Agent or the Lender, as the case may be, in the Agreement CurrencyU.S. Dollars, the applicable Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing Lender, as the case may be, against such loss. If , and if the amount of the Agreement currency U.S. Dollars so purchased is greater than exceed the sum originally due to the Administrative Agent or the Lender, as the case may be, in such currencyU.S. Dollars, the Administrative Agent or the Lender, as the case may be, agrees to return remit to the amount of any excess to Borrowers, for deposit in the Borrowers’ Account, such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Euros into another currencyDollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Designated Agent could purchase the first currency Euros with such other currency Dollars at JPMCB’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower and each Loan Party in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Designated Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Designated Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Designated Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Designated Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower and each other Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Designated Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Designated Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Designated Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower or such Borrower (or to any other Person who may be entitled thereto under applicable law)Loan Party such excess.

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a Borrower the Company in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Currency, the applicable Borrower Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent or such Lender agrees to return the amount of any excess to such Borrower the Company (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document under the Notes in one currency US Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US Dollars with such other currency at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Notes in a Foreign Currency into US Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase such Foreign Currency with US Dollars at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (c) The obligation of a any Borrower in respect of any such sum due from it to any Lender Party or the Administrative Agent hereunder or under the other Loan Documents a Note held by such Lender Party shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)US Dollars, be discharged only to the extent that on the Business Day following receipt by such Lender Party or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Lender Party or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase US Dollars with such other currency; if the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency US Dollars so purchased is are less than the such sum originally due to such Lender Party or the Administrative Agent (as the case may be) in the Agreement CurrencyUS Dollars, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender Party or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency US Dollars so purchased is greater than the exceed such sum originally due to any Lender Party or the Administrative Agent (as the case may be) in US Dollars, such currency, Lender Party or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in Dollars into Euro, or any other Loan Document to convert a sum due hereunder in one currency Euro into another currencyDollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency Equivalent thereof on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in Euro (the “Primary Currency”) to any Lender or the Administrative Facility Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Facility Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Facility Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Facility Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Facility Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Facility Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Facility Agent (as the case may be) agrees to return remit to the amount of any excess to applicable Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under the Notes in any other Loan Document in one currency (the "Original Currency") into another currencycurrency (the "Other Currency") the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which is in accordance with normal banking procedures the Administrative Agent Lender could purchase the first currency Original Currency with such other currency the Other Currency on the first Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due in the Original Currency from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents Notes shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent such Other Currency may in accordance with normal banking procedures purchase the Agreement Currency dollars with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to the Administrative Agent Lender in the Agreement Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing Lender against such loss. If , and if the amount of the Agreement currency Original Currency so purchased is greater than exceeds the sum originally due to Lender in the Administrative Agent in such currencyOriginal Currency, the Administrative Agent or such Lender agrees to return the amount of any excess remit to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Euros into another currencyDollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Euros with such other currency Dollars at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower and each Loan Party in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower and each other Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower or such Borrower (or to any other Person who may be entitled thereto under applicable law)Loan Party such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (a) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, [[3666665]] the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency US dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a each Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency lawful money of the United States (“Dollars”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures that the Administrative Agent could would purchase the first currency Dollars with such other currency in New York, New York on the Business Day preceding that on which final judgment is given. . (b) The obligation of a Borrower each Company in respect of any such sum due from it to the NMC Funding, any Investor, any Administrative Agent or the Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)Dollars, be discharged only to the extent that on the Business Day following receipt by the NMC Funding, such Investor, such Administrative Agent or the Agent, as applicable, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent such other currency such Person may in accordance with normal banking procedures purchase Dollars with such other currency; if the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency Dollars so purchased is are less than the sum originally due to the Administrative Agent such Person in the Agreement CurrencyDollars, the applicable Borrower such Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the such Person to whom such obligation was owing against such loss. If , and if the amount of the Agreement currency Dollars so purchased is greater than exceed the sum originally due to the Administrative Agent such Person in Dollars, such currency, the Administrative Agent Person agrees to return remit to such Company such excess. (c) To the amount extent that any Company has or hereafter may acquire any immunity from jurisdiction of any excess court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect it or its property, such Borrower (or Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement and, without limiting the generality of the foregoing, each Company agrees that the waivers set forth in this Agreement shall have the fullest scope permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to any other Person who may be entitled thereto under applicable law)irrevocable for purposes of such Act.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation obligations of a the Borrower in respect of this Agreement and any such sum Note due from it to the Administrative Agent hereunder any party hereto or under the other Loan Documents any holder of any bond shall, notwithstanding any judgment in a currency (the “Judgment Currency”"judgment currency") other than that the currency in which the sum originally due to such sum party or such holder is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”"original currency"), be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency original currency with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency original currency so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement Currencyoriginal currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement original currency so purchased is greater than exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the Administrative Agent in case may be), such currencyparty or such holder (as the case may be), the Administrative Agent agrees to return remit to the amount Borrower, such excess. This covenant shall survive the termination of any excess to such Borrower (or to any this Agreement and payment of the Loans and all other Person who may be entitled thereto under applicable law)amounts payable hereunder.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court or realizing on Collateral it is necessary or desirable to convert a sum due hereunder or under any other Loan Document instrument delivered hereunder in one a given currency into another currency, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent or the Lender, as the case may be, could purchase the first such currency with such other currency on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower and the Guarantors in respect of any such sum due from it them to the Administrative Agent or any Lender hereunder or under the other Loan Documents such instrument shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with Dollars or Euros, as the applicable provisions of this Agreement (the “Agreement Currency”)case may be, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in such other currency the Judgment CurrencyAgent or such Lender, as the Administrative Agent case may be, may in accordance with normal banking procedures purchase Dollars or Euros, as the Agreement Currency case may be, with such other currency; if the Judgment Currency. If Dollars or Euros, as the amount of the Agreement Currency case may be, so purchased is are less than the sum originally due to the Administrative Agent or such Lender, as the case may be, in Dollars, or Euros, as the Agreement Currencycase may be, the applicable Borrower agreesand the Guarantors agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the Person to whom such obligation was owing case may be, against such loss. If , and if the amount of Dollars or Euros, as the Agreement currency case may be, so purchased is greater than exceed the sum originally due to the Administrative Agent or such Lender in such currencyDollars or Euros, as the case may be, the Administrative Agent agrees to return the amount of any or such Lender shall remit such excess to such the Borrower (or to any other Person who may be entitled thereto under applicable law)and the Guarantors.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under any of the other Loan Document Documents in one currency U.S. Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. Dollars with such other currency at DBTCA on the Business Day preceding that on which final judgment is given. . (b) The obligation of a each Co-Borrower in respect of any such sum due from it to any Lender Party, the Administrative Agent, the Co-Collateral Agents or the Security Agent hereunder or under any of the other Loan Documents held by such Lender Party shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)U.S. Dollars, be discharged only to the extent that on the Business Day following of receipt by such Lender Party, or the Administrative Agent or Co-Collateral Agents or the Security Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currencysuch other currency such Lender Party, or the Administrative Agent or the Co-Collateral Agents or the Security Agent (as the case may be) may in accordance with normal banking procedures purchase U.S. Dollars with such other currency; if the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency U.S. Dollars so purchased is are less than the sum originally due by such Co-Borrower to such Lender Party, or the Administrative Agent Co-Collateral Agents or the Security Agent (as the case may be) in the Agreement CurrencyU.S. Dollars, the applicable such Co-Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender Party, or the Administrative Agent or Co-Collateral Agents or the Person to whom such obligation was owing Security Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency U.S. Dollars so purchased is greater than exceed the sum originally due by the Borrower to any Lender Party, or the Administrative Agent or Co-Collateral Agents or the Security Agent (as the case may be) in U.S. Dollars, such currencyLender Party, or the Administrative Agent or Co-Collateral Agents or the Security Agent (as the case may be) agrees to return the amount of any excess remit to such Co-Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation obligations of a the Borrower in respect of this Agreement and any such sum Note due from it to the Administrative Agent hereunder any party hereto or under the other Loan Documents any holder of any bond shall, notwithstanding any judgment in a currency (the “Judgment Currencyjudgment currency”) other than that the currency in which the sum originally due to such sum party or such holder is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currencyoriginal currency”), be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency original currency with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency original currency so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement Currencyoriginal currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement original currency so purchased is greater than exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the Administrative Agent in case may be), such currencyparty or such holder (as the case may be), the Administrative Agent agrees to return remit to the amount Borrower, such excess. This covenant shall survive the termination of any excess to such Borrower (or to any this Agreement and payment of the Loans and all other Person who may be entitled thereto under applicable law)amounts payable hereunder.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. dollars with such other currency at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining -------- judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency US Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US Dollars with such other currency at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder or under the other Loan Documents ---------------- shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a Borrower the Company in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”"JUDGMENT CURRENCY") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”"AGREEMENT CURRENCY"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender in the Agreement Currency, the applicable Borrower Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency, the Administrative Agent or such Lender agrees to return the amount of any excess to such Borrower the Company (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Avago Credit Agreement Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the spot rate of exchange that appears at which in accordance with normal banking procedures 11:00 A.M. (London time), on the Administrative Agent could purchase display page applicable to the first relevant currency with such other currency on the Oanda website on the Business Day preceding that on which final judgment is given. . (b) [Reserved]. (c) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. Dollars with such other currency at BTMU’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Euro into U.S. Dollars, the parties agree to the fullest 55 extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Euro with U.S. Dollars at BTMU’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under the Notes in any other Loan Document in one currency (the "Original Currency") into another currencycurrency (the "Other Currency") the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Original Currency with such other currency the Other Currency at London, England on the first Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due in the Original Currency from it to any Lender or the Administrative Agent hereunder or under the other Loan Documents Note held by such Lender shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be ) of any sum adjudged to be so due in such Other Currency such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency Dollars with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency Original Currency so purchased is greater than exceeds the sum originally due to any Lender or the Administrative Agent (as the case may be ) in the Original Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, for the purposes of obtaining judgment in any court, -------- it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a Borrower the Borrowers in respect of any such sum due from it to the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is ----------------- denominated in accordance with the applicable provisions of this Agreement (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day ------------------ following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the applicable Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower the Borrowers (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in Euros or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Euros or Dollars, as the first currency case may be, with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the second Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a Borrower in respect of any such sum due from it to the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the applicable Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, jointly and severally, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such the Applicable Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in US Dollars, Canadian Dollars or any other Loan Document in one currency Australian Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US Dollars, Canadian Dollars or Australian Dollars with such other currency at BNP Paribas’s principal office in London at 11:00 a.m. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case maybe), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (%3) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (a) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender [[NYCORP:3664832v12::08/15/2017--08:07 PM]] or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, All terms of this Agreement shall apply to any Euro Lending Office and the obligations of the Borrowers hereunder in respect of Euro Rate Advances shall be deemed held by each Lender for the benefit of any such Euro Lending Office. (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under any other Loan Document promissory note of any Borrower issued pursuant to this Agreement in one any currency (the "Original Currency") into another currencycurrency (the "Other Currency") the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which which, in accordance with normal banking procedures procedures, the Administrative Agent could purchase the first currency Original Currency with such other currency the Other Currency at London, England on the second Business Day preceding that on which final judgment is given. . (b) The obligation of a Borrower in respect of any such sum due in the Original Currency from it to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Lender or the Judgment CurrencyAgent (as the case may be) may, the Administrative Agent may in accordance with normal banking procedures procedures, purchase the Agreement Original Currency with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement Original Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency Original Currency so purchased is greater than exceeds the sum originally due to any Lender or the Administrative Agent (as the case may be) in the Original Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in US Dollars or any other Loan Document in one currency Canadian Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US Dollars or Canadian Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a each Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the "PRIMARY CURRENCY") to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation of a Borrower the Borrowers in respect of any such sum due from it to any Bank or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by such Bank or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currency, Currency such Bank or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If ; if the amount of the Agreement Currency so purchased is less than the sum originally due to such Bank or the Administrative Agent (as the case may be) in the Agreement Currency, the applicable each Borrower jointly and severally agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency Currency so purchased is greater than exceeds the sum originally due to any Bank or the Administrative Agent in (as the case may be), such currency, Bank or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who as the case may be entitled thereto under applicable law)be) such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in Euros or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Euros or Dollars, as the first currency case may be, with such other currency at ABN AMRO's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a each Borrower in respect of any such sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess. [The remainder of this page is intentionally left blank.]

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under the Notes in any other Loan Document in one currency (the “Original Currency”) into another currencycurrency (the “Other Currency”), the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Original Currency with such other currency the Other Currency at 9:00 A.M. (New York City time) on the first Business Day preceding that on which final judgment is given. . (b) The obligation of a each Borrower in respect of any such sum due in the Original Currency from it to any Lender or the Administrative Agent hereunder or under the other Loan Documents any Note held by such Lender shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment such Other Currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement Currency US Dollars with the Judgment such Other Currency. If ; if the amount of the Agreement Currency US Dollars so purchased is less than the sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement Original Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency Original Currency so purchased is greater than exceeds the sum originally due to any Lender or the Administrative Agent (as the case may be) in the Original Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under the Notes in any other Loan Document in one currency (the “Original Currency”) into another currencycurrency (the “Other Currency”) the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Original Currency with such other currency the Other Currency at London, England on the third Business Day preceding that on which final judgment is given. . (b) The obligation of a the applicable Borrower in respect of any such sum due in the Original Currency from it to any Bank or the Administrative Agent hereunder Agent, or any Issuing Bank hereunder, under the Notes held by such Bank, or under the other Loan Documents any Letter of Credit Reimbursement Agreement shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Bank, the Administrative Agent or such Issuing Bank (as the case may be) of any sum adjudged to be so due in the Judgment Currencysuch Other Currency such Bank, the Administrative Agent or such Issuing Bank (as the case may be) may in accordance with normal banking procedures purchase the Agreement Original Currency with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to such Bank or the Administrative Agent or such Issuing Bank (as the case may be) in the Agreement Original Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank, the Administrative Agent or such Issuing Bank (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency Original Currency so purchased is greater than exceeds the sum originally due to the Administrative Agent in such currencyany Bank, the Administrative Agent or such Issuing Bank (as the case may be) in the Original Currency, such Bank or the Agent or such Issuing Bank (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document Documents in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a Borrower in respect of any such sum due from it to the Administrative Agent or any Bank hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Bank in the Agreement Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person Bank to whom such obligation was owing against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent or any Bank in such currency, the Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).. (Credit Agreement) 76 83

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation obligations of a any Borrower in respect of this Agreement and any such sum Note due from it to the Administrative Agent hereunder any party hereto or under the other Loan Documents any holder of any bond shall, notwithstanding any judgment in a currency (the “Judgment Currency”"judgment currency") other than that the currency in which the sum originally due to such sum party or such holder is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”"original currency"), be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency original currency with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency original currency so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement Currencyoriginal currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement original currency so purchased is greater than exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the Administrative Agent in case may be), such currencyparty or such holder (as the case may be), the Administrative Agent agrees to return the amount of any excess remit to such Borrower (or to any Borrower, such excess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other Person who may be entitled thereto under applicable law)amounts payable hereunder.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in US Dollars or any other Loan Document in one currency Canadian Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US Dollars or Canadian Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a Borrower TCCI in respect of any such sum due from it in any currency (the “Primary Currency”) to any Tranche C Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower TCCI agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to TCCI such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation obligations of a any Borrower in respect of this Agreement and any such sum Note due from it to the Administrative Agent hereunder any party hereto or under the other Loan Documents any holder of any bond shall, notwithstanding any judgment in a currency (the “Judgment Currencyjudgment currency”) other than that the currency in which the sum originally due to such sum party or such holder is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currencyoriginal currency”), be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency original currency with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency original currency so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement Currencyoriginal currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement original currency so purchased is greater than exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the Administrative Agent in case may be), such currencyparty or such holder (as the case may be), the Administrative Agent agrees to return the amount of any excess remit to such Borrower (or to any Borrower, such excess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other Person who may be entitled thereto under applicable law)amounts payable hereunder.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in US Dollars, Canadian Dollars or any other Loan Document in one currency Australian Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US Dollars, Canadian Dollars or Australian Dollars with such other currency at BNP Paribas’s principal office in London at 11:00 a.m. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the applicable Primary 110 Toyota - 364 Day Credit Agreement Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. Dollars with such other currency at BTMU’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Euro into U.S. Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Euro with U.S. Dollars at BTMU’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally 170 due to the Administrative Agent or any Lender from any Borrower in the Agreement Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the Person to whom such obligation was owing case may be, against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under any other Loan Document Notes in one currency any Offshore Currency into another currencyDollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency Table of Contents Offshore Currency with Dollars at the FX Trading Office on the Business Day preceding that on which final judgment is given. . (b) The obligation of a Borrower the Company in respect of any such sum due from it to any Lender or the Administrative Agent hereunder or under the other Loan Documents any Note held by such Lender shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)Dollars, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other Offshore Currency such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement such other Offshore Currency with the Judgment Currency. If Dollars; if the amount of the Agreement Offshore Currency so purchased is are less than the sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement such Offshore Currency, the applicable Borrower Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency Offshore Currency so purchased is greater than exceed the sum originally due to any Lender or the Administrative Agent (as the case may be) in such currencyOffshore Currency, such Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Company such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement NYDOCS01/1619389.2 applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower and each Borrowing Subsidiary agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law).such excess. NYDOCS01/1619389.2

Judgment. If, for the purposes of obtaining judgment in any court, -------- it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a the Borrower in respect of any such sum due from it to the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in ----------------- accordance with the applicable provisions of this Agreement (the “"Agreement --------- Currency”"), be discharged only to the extent that -------- on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation obligations of a each Borrower in respect of this Agreement and any such sum Note due from it to the Administrative Agent hereunder any party hereto or under the other Loan Documents any holder of any bond shall, notwithstanding any judgment in a currency (the “Judgment Currencyjudgment currency”) other than that the currency in which the sum originally due to such sum party or such holder is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currencyoriginal currency”), be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency original currency with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency original currency so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement Currencyoriginal currency, the applicable such Borrower agrees, agrees as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement original currency so purchased is greater than exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the Administrative Agent in case may be), such currencyparty or such holder (as the case may be), the Administrative Agent agrees to return the amount of any excess remit to such Borrower (or to any Borrower, such excess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other Person who may be entitled thereto under applicable law)amounts payable hereunder.

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Applicable Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a each Borrower in respect of any such sum due from it to the Administrative Applicable Agent hereunder or under the any other Loan Documents Document shall, notwithstanding any judgment in a currency (the “Judgment Currency”"JUDGMENT CURRENCY") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”"AGREEMENT CURRENCY"), be discharged only to the extent that on the Business Day following receipt by the Administrative Applicable Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative such Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Applicable Agent in the Agreement Currency, the applicable Applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative such Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Applicable Agent in such currency, the Administrative such Agent agrees to return the amount of any excess to such the Applicable Borrower (or to any other Person who may be entitled thereto under applicable law).. 100

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (a) The obligation obligations of a the Borrower in respect of this Agreement and any such sum Note due from it to the Administrative Agent hereunder any party hereto or under the other Loan Documents any holder of any bond shall, notwithstanding any judgment in a currency (the “Judgment Currencyjudgment currency”) other than that the currency in which the sum originally due to such sum party or such holder is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currencyoriginal currency”), be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency original currency with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency original currency so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement Currencyoriginal currency, the applicable Borrower agrees, agrees as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement original currency so purchased is greater than exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the Administrative Agent in case may be), such currencyparty or such holder (as the case may be), the Administrative Agent agrees to return remit to the amount Borrower, such excess. This covenant shall survive the termination of any excess to such Borrower (or to any this Agreement and payment of the Loans and all other Person who may be entitled thereto under applicable law)amounts payable hereunder.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation obligations of a the Borrower in respect of this Agreement and any such sum Note due from it to the Administrative Agent hereunder any party hereto or under the other Loan Documents any holder of any bond shall, notwithstanding any judgment in a currency (the “Judgment Currency”"JUDGMENT CURRENCY") other than that the currency in which the sum originally due to such sum party or such holder is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”"ORIGINAL CURRENCY"), be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the Administrative Agent case may be) of any sum adjudged to be so due in the Judgment Currency, judgment currency such party or such holder (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement Currency original currency with the Judgment Currency. If judgment currency; if the amount of the Agreement Currency original currency so purchased is less than the sum originally due to such party or such holder (as the Administrative Agent case may be) in the Agreement Currencyoriginal currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement original currency so purchased is greater than exceeds the sum originally due to any party to this Agreement or any holder of Notes (as the Administrative Agent in case may be), such currencyparty or such holder (as the case may be), the Administrative Agent agrees to return remit to the amount Borrower, such excess. This covenant shall survive the termination of any excess to such Borrower (or to any this Agreement and payment of the Loans and all other Person who may be entitled thereto under applicable law)amounts payable hereunder.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Nordea’s principal office in London at 11:00 A.M. (London time) on the second Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law).excess. NYDOCS03/851836.9B 59

Judgment. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of a the Borrower in respect of any such sum due from it to the Administrative Agent hereunder or under the any other Loan Documents Document shall, notwithstanding any judgment in a currency (the “Judgment Currency”"JUDGMENT CURRENCY") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement Agreement, including SECTION 5.10 (the “Agreement Currency”"AGREEMENT CURRENCY"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such the Borrower (or to any other Person who may be entitled thereto under applicable lawRequirements of Law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in US Dollars, Canadian Dollars or any other Loan Document in one currency Australian Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US Dollars, Canadian Dollars or Australian Dollars with such other currency at BNP Paribas’s principal office in London at 11:00 a.m. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary 107 Toyota – Three Year Credit Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or under any other Loan Document Notes in one currency US Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency US Dollars with such other currency at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under any Notes in a Foreign Currency into US Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase such Foreign Currency with US Dollars at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (c) The obligation of a any Borrower in respect of any such sum due from it to any Lender Party or the Administrative Agent hereunder or under the other Loan Documents a Note held by such Lender Party shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)US Dollars, be discharged only to the extent that on the Business Day following receipt by such Lender Party or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Lender Party or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase US Dollars with such other currency; if the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency US Dollars so purchased is are less than the such sum originally due to such Lender Party or the Administrative Agent (as the case may be) in the Agreement CurrencyUS Dollars, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender Party or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency US Dollars so purchased is greater than the exceed such sum originally due to any Lender Party or the Administrative Agent (as the case may be) in US Dollars, such currency, Lender Party or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the day on which final judgment is given. . (b) The obligation of a any Borrower in respect of any such sum due from it to any Bank or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement or the other Credit Documents (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by such Bank or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currency, Currency such Bank or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If ; if the amount of the Agreement Currency so purchased is less than the sum originally due to such Bank or the Administrative Agent (as the case may be) in the Agreement Currency, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency Currency so purchased is greater than exceeds the sum originally due to any Bank or the Administrative Agent in (as the case may be), such currency, Bank or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. (a) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent or the applicable Issuing Bank could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it to the Administrative Agent or the Banks hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or the applicable Issuing Bank may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or the applicable Issuing Bank from the Borrower in the Agreement Foreign Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement currency Currency so purchased is greater than the sum originally due to the Administrative Agent or the applicable Issuing Bank in such currency, the Administrative Agent or the applicable Issuing Bank agrees to return the amount of any excess to such the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. Dollars with such other currency at Bank of America’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Euro into U.S. Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Euro with U.S. Dollars at Bank of America’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at the Administrative Agent’s principal office in New York at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given. . (b) [Reserved]. (c) The obligation of a Borrower the Borrowers in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrowers such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. dollars with such other currency at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower and each Borrowing Subsidiary agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in Sterling into Euro, or any other Loan Document to convert a sum due hereunder in one currency Euro into another currencySterling, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency Equivalent thereof on the Business Day preceding succeeding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in Euro or Sterling (each a “Primary Currency”) to the Administrative any Lender or any Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or such Agent (as the Administrative Agent case may be), of any sum adjudged to be so due in such other currency, such Lender or such Agent (as the Judgment Currency, the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or such Agent (as the Administrative Agent case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or such Agent (as the Administrative Agent or the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or such Agent (as the Administrative case may be) in the applicable Primary Currency, such Lender or such Agent in such currency, (as the Administrative Agent case may be) agrees to return remit to the amount of any excess to applicable Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a the Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If(a) To the extent permitted by applicable -------- law, if for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency U.S. Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency U.S. Dollars with such other currency at BNP's principal office in New York City at 11:00 A.M. (New York City) time on the Business Day preceding that on which final judgment is given. The . (b) To the extent permitted by applicable law, if for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a foreign currency into U.S. Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent 134 could purchase such foreign currency with U.S. Dollars at BNP's principal office in BNP at 11:00 A.M. (New York City) time on the Business Day preceding that on which final judgment is given. (c) To the extent permitted by applicable law, the obligation of a the Borrower or the Canadian Borrower in respect of any such sum due in U.S. Dollars from it to any Lender Party or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)U.S. Dollars, be discharged only to the extent that on the Business Day following receipt by such Lender Party or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Lender Party or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase U.S. Dollars with such other currency; if the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency U.S. Dollars so purchased is are less than the such sum originally due to such Lender Party or the Administrative Agent (as the case may be) in U.S. Dollars, such Borrower or such Canadian Borrower, as the Agreement Currencycase may be, agrees, to the extent permitted by applicable Borrower agreeslaw, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender Party or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency U.S. Dollars so purchased is greater than the exceed such sum originally due to any Lender Party or the Administrative Agent (as the case may be) in U.S. Dollars, such currency, Lender Party or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who such Canadian Borrower, as the case may be entitled thereto under applicable law)be, such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder in Dollars into Euro, or any other Loan Document to convert a sum due hereunder in one currency Euro into another currencyDollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency Equivalent thereof on the Business Day preceding that on which final judgment is given. The obligation of a any Borrower in respect of any such sum due from it in Euro or Dollars (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return remit to the amount of any excess to applicable Borrower such Borrower (or to any other Person who may be entitled thereto under applicable law)excess.

Judgment. If, (a) If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the second Business Day preceding that the day on which final judgment is given. . (b) The obligation of a Borrower each of the Borrowers in respect of any such sum due from it to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement or the other Loan Documents (the “"Agreement Currency”"), be discharged only to the extent that on the second Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in the Judgment Currency, Currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If ; if the amount of the Agreement Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement Currency, each of the applicable Borrower Borrowers agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent or (as the Person to whom such obligation was owing case may be) against such loss. If , and if the amount of the Agreement currency Currency so purchased is greater than exceeds the sum originally due to any Lender or the Administrative Agent in (as the case may be), such currency, Lender or the 117 111 Administrative Agent (as the case may be) agrees to return remit to the amount Borrower such excess. The obligations of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).each of the Borrowers contained in this subsection 11.17 shall survive the termination of this Agreement and the payment of all amounts owing hereunder. 118 112

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document under the Notes in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Notes in a Primary Currency into Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase such Primary Currency with Dollars at Citibank's principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. (c) The obligation of a any Borrower in respect of any such sum due from it to any Lender or the Administrative Agent hereunder or under the other Loan Documents a Note held by such Lender shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)Dollars, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase Dollars with such other currency; if the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency Dollars so purchased is are less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement CurrencyDollars, the applicable such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency Dollars so purchased is greater than the exceed such sum originally due to any Lender or the Administrative Agent (as the case may be) in Dollars, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment. If, (a) If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given. . (b) The obligation of a each Borrower in respect of any such sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) any other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Judgment Currency, Agent (as the Administrative Agent case may be) may in accordance with normal banking procedures purchase the Agreement applicable Primary Currency with the Judgment Currency. If such other currency; if the amount of the Agreement applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent (as the case may be) in the Agreement applicable Primary Currency, the applicable each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent such Lender or the Person to whom such obligation was owing Agent (as the case may be) against such loss. If , and if the amount of the Agreement currency applicable Primary Currency so purchased is greater than the exceeds such sum originally due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such currency, Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.