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 from any Borrower hereunder in 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 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, non-appealable judgment is given. The obligations of each Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the 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 such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, 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, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative 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 excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrower.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under any Borrower hereunder of the other Loan Documents in the currency expressed to be payable herein (the “specified 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 specified currency U.S. dollars with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) Citibank on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower in respect of any 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 other than the specified currencyU.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 such other currency such Lender Party or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency U.S. dollars with such other currency. If ; if the amount of the specified 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, Agent (as the case may be) in U.S. dollars, in the specified currency, each such 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 Party or the Administrative Agent, Agent (as the case may be, ) against such loss, and if the amount of the specified currency U.S. dollars so purchased exceeds (a) exceed the sum originally due by such Borrower to any Lender Party 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 excess as a disproportionate payment to such Lender under Section 2.18U.S. dollars, such Lender Party or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

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 in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative Designated Agent’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable a final judgment is given. . (a) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Designated Agent hereunder shall, notwithstanding any judgment in a currency any other than the specified 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 currency, such Lender or the Administrative Designated Agent (as the case may be) may may, in accordance with normalnormal banking procedures, reasonable banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Designated Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Designated Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such sum originally due to any such Lender or the Administrative Agent, Designated 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Designated Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the second Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed Dollars into Euro, or to be payable herein (the “specified currency”) convert a sum due hereunder in 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 specified currency with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) Equivalent thereof on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in Euro or Dollars (the “Primary Currency”) to any Lender or the Administrative any Agent hereunder shall, notwithstanding any judgment in a currency any other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative such Agent (as the case may be) ), of any sum adjudged to be so due in such other currency currency, such Lender or the Administrative such Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, such Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each Borrower agrees, to the fullest extent that it may effectively do soBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, such Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such sum originally due to any Lender or the Administrative Agent, such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, such Agent (as the case may be, ) agrees to remit to the applicable Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Company or any Subsidiary Borrower in respect of any sum due to any Lender Bank or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the specified currencyapplicable 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 Lender Bank 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 Bank or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currency. If the Judgment Currency; if the amount of the specified currency Agreement Currency so purchased is less than the sum originally due to such Lender Bank or the Administrative Agent, Agent (as the case may be, ) in the specified currencyAgreement Currency, each the Company or such Subsidiary Borrower (as the case may be) agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender Bank or the Administrative Agent, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Agreement Currency so purchased exceeds (a) the sum originally due to any Lender Bank 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 excess as a disproportionate payment to such Lender under Section 2.18), such Lender Bank or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Company or such excess to Subsidiary Borrower (as the case may be) such Borrowerexcess.

Judgment. If (a) If, for the purposes purpose of obtaining judgment in any court court, it is necessary to convert a sum due from any Borrower owing hereunder in the one currency expressed to be payable herein (the “specified currency”) into another currency, the parties each party hereto agreeagrees, to the fullest extent that they 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 relevant jurisdiction the first currency could purchase the specified currency be purchased with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) on the Business Day immediately preceding that the day on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. dollars with such other currency at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations of each the Borrower in respect of this Agreement and any sum Note due to any Lender party hereto or the Administrative Agent hereunder any holder of any bond shall, notwithstanding any judgment in a currency (the “judgment currency”) other than the specified currency in which the sum originally due to such party or such holder is denominated (the “original currency”), be discharged only to the extent that on the Business Day following receipt by such Lender party or the Administrative Agent such holder (as the case may be) of any sum adjudged to be so due in such other the judgment currency such Lender party or the Administrative Agent such holder (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified original currency with such other the judgment currency. If ; if the amount of the specified original currency so purchased is less than the sum originally due to such Lender party or the Administrative Agent, such holder (as the case may be, ) in the specified original currency, each the Borrower agrees, to the fullest extent that it may effectively do so, agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Lender party or the Administrative Agent, such holder (as the case may be, ) against such loss, and if the amount of the specified original currency so purchased exceeds (a) the sum originally due to any Lender party to this Agreement or the Administrative Agent, any holder of Notes (as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18), such Lender party or the Administrative Agent, such holder (as the case may be), agrees to remit to the Borrower, such excess to such Borrowerexcess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under the Notes in any Borrower hereunder in the currency expressed to be payable herein (the “specified currencyOriginal Currency”) into another currency, currency (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 specified currency Original Currency with such other currency the Other Currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) London, England on the third Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due in the Original Currency from it to any Lender Bank or the Administrative Agent hereunder under the Notes held by such Bank shall, notwithstanding any judgment in a currency other than the specified currencyany Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender Bank or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency Other Currency such Lender Bank or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Original Currency with such other currency. If Other Currency; if the amount of the specified currency Original Currency so purchased is less than the sum originally due to such Lender Bank or the Administrative Agent, Agent (as the case may be, ) in the specified currencyOriginal Currency, each the 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 Bank or the Administrative Agent, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Original Currency so purchased exceeds (a) the sum originally due to any Lender Bank 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 excess as a disproportionate payment to such Lender under Section 2.18Original Currency, such Lender Bank or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations of each any Borrower in respect of this Agreement and any sum Note due to any Lender party hereto or the Administrative Agent hereunder any holder of any bond shall, notwithstanding any judgment in a currency (the “judgment currency”) other than the specified currency in which the sum originally due to such party or such holder is denominated (the “original currency”), be discharged only to the extent that on the Business Day following receipt by such Lender party or the Administrative Agent such holder (as the case may be) of any sum adjudged to be so due in such other the judgment currency such Lender party or the Administrative Agent such holder (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified original currency with such other the judgment currency. If ; if the amount of the specified original currency so purchased is less than the sum originally due to such Lender party or the Administrative Agent, such holder (as the case may be, ) in the specified original currency, each Borrower agrees, to the fullest extent that it may effectively do so, Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Lender party or the Administrative Agent, such holder (as the case may be, ) against such loss, and if the amount of the specified original currency so purchased exceeds (a) the sum originally due to any Lender party to this Agreement or the Administrative Agent, any holder of Notes (as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18), such Lender party or the Administrative Agent, such holder (as the case may be), agrees to remit to the Company, such excess to such Borrowerexcess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the any currency expressed to be payable herein (the “specified currencyPrimary 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 specified currency applicable Primary Currency with such other currency at the Administrative AgentBNP Paribas’s principal office in London at 11:00 a.m. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in the applicable Primary Currency to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under the Notes in any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”"Original Currency") into another currency, currency (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 specified currency Original Currency with such other currency the Other Currency at the Administrative Agent’s principal office in London at 11:00 a.m. 9:00 A.M. (London New York City time) on the first Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due in the Original Currency from it to any Lender or the Administrative Paying Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currencyany Other 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 Other Currency such Lender or the Administrative Paying Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Dollars with such other currency. If Other Currency; if the amount of the specified currency Original Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, Paying Agent (as the case may be, ) in the specified currencyOriginal Currency, each the 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, Paying Agent (as the case may be, ) against such loss, and if the amount of the specified currency Original Currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, Paying 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 excess as a disproportionate payment to such Lender under Section 2.18Original Currency, such Lender or the Administrative Agent, Paying Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. If (a) If, for the purposes purpose of obtaining judgment in any court court, it is necessary to convert a sum due from any Borrower owing hereunder in the one currency expressed to be payable herein (the “specified currency”) into another currency, the parties each party hereto agreeagrees, to the fullest extent that they 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 relevant jurisdiction the first currency could purchase the specified currency be purchased with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) on the Business Day immediately preceding that the day on which final, non-appealable final judgment is given. . (b) The obligations obligation of the Borrower and each Borrower Loan Party in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Designated Agent hereunder shall, notwithstanding any judgment in a currency any other than the specified 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 currency, such Lender or the Administrative Designated Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Designated Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, the Borrower and each Borrower other Loan Party 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, Designated Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such sum originally due to any Lender or the Administrative Agent, Designated 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Designated Agent (as the case may be, ) agrees to remit to the Borrower or such excess to other Loan Party such Borrowerexcess.

Judgment. If If, for the purposes of obtaining judgment in any court court, it is necessary to convert a sum due from hereunder or any Borrower hereunder other Loan Document in the one 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 specified first 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, non-appealable final judgment is given. The obligations obligation of each Borrower in respect of any such sum due from it to the Agent or any Lender hereunder or under the Administrative Agent hereunder 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 specified currencyapplicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Agent or such Lender or the Administrative Agent (Lender, as the case may be) , of any sum adjudged to be so due in the Judgment Currency, the Agent or such other currency such Lender or the Administrative Agent (Lender, as the case may be) , may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currencythe Judgment Currency. If the amount of the specified currency Agreement Currency so purchased is less than the sum originally due to such the Agent or any Lender or the Administrative Agent, as the case may be, from any Borrower in the specified currencyAgreement Currency, each such Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Agent or such Lender or the Administrative AgentLender, as the case may be, against such loss, and if . If the amount of the specified currency Agreement Currency so purchased exceeds (a) is greater than the sum originally due to the Agent or any Lender in such currency, the Agent or the Administrative 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 excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative AgentLender, as the case may be, agrees to remit such return the amount of any excess to such BorrowerBorrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative Agent’s principal office in London New York at 11:00 a.m. (London New York time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) [Reserved]. (c) The obligations obligation of each Borrower the Borrowers in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each Borrower agrees, to the fullest extent that it may effectively do soBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrowers such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first currency with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder or under the Notes in the currency expressed to be payable herein (the “specified 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 specified currency US Dollars with such other currency at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable 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 obligations obligation of each any Borrower in respect of any sum due from it to any Lender Party or the Administrative Agent hereunder or under a Note held by such Lender Party shall, notwithstanding any judgment in a currency other than the specified currencyUS 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 currency, such Lender Party or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency US Dollars with such other currency. If ; if the amount of the specified currency US Dollars so purchased is are less than the such sum originally due to such Lender Party or the Administrative Agent, Agent (as the case may be) in US Dollars, in the specified currency, each such 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 Party or the Administrative Agent, Agent (as the case may be, ) against such loss, and if the amount of the specified currency US Dollars so purchased exceeds (a) the exceed such sum originally due to any Lender Party 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 excess as a disproportionate payment to such Lender under Section 2.18US Dollars, such Lender Party or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) New York, New York on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations of the Seller, the Servicer and each Borrower Originator (each, a “Payor”) in respect of any sum due from such Payor to any Lender the Banks or the Administrative Agent (each, a “Recipient”) hereunder shall, notwithstanding any judgment in a currency other than the specified currencyDollars, be discharged only to the extent that on the Business Day following such Recipient’s 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 currency, such Lender or the Administrative Agent (as the case may be) may Recipient may, in accordance with normal, reasonable normal banking procedures purchase the specified currency (and remit in New York) Dollars with such other currency. If ; if the amount of the specified currency Dollars so purchased is and remitted are less than the sum originally due to such Lender or Recipient in Dollars, the Administrative Agent, as the case may be, in the specified currency, each Borrower relevant Payor 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, as the case may be, relevant Recipient against such loss, and if the amount of the specified currency Dollars so purchased exceeds (a) exceed the sum originally due to any Lender or the Administrative Agentrelevant Recipient in Dollars, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, relevant Recipient agrees to remit to the relevant Payor such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first currency with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that such amount in Dollars be converted into an amount equal to the rate of exchange used shall be that at which Equivalent amount in accordance with normal banking procedures the Administrative Agent could purchase the 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, non-appealable 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 obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder or under the Notes in the currency expressed to be payable herein (the “specified 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 specified currency U.S. Dollars with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) New York City on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower the Borrowers in respect of any sum due from it to any Lender or the Administrative Agent or any Lender, as the case may be, hereunder or under the Notes shall, notwithstanding any judgment in a currency other than the specified currencyU.S. 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) or such Lender of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (or the Lender, as the case may be) , may in accordance with normal, reasonable normal banking procedures purchase the specified currency U.S. Dollars with such other currency. If ; if the amount of the specified currency U.S. Dollars so purchased is are less than the sum originally due to such Lender the Administrative Agent or the Administrative AgentLender, as the case may be, in U.S. Dollars, the specified currency, each Borrower agrees, to the fullest extent that it may effectively do soBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender the Administrative Agent or the Administrative AgentLender, as the case may be, against such loss, and if the amount of the specified currency U.S. Dollars so purchased exceeds (a) exceed the sum originally due to any Lender the Administrative Agent or the Administrative AgentLender, as the case may be, in U.S. Dollars, the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender Administrative Agent or the Administrative AgentLender, as the case may be, agrees to remit to the Borrowers, for deposit in the Borrowers’ Account, such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) Euros into another currencyDollars, the parties hereto agree, 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 specified currency Euros with such other currency Dollars at the Administrative AgentJPMCB’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of the Borrower and each Borrower Loan Party in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Designated Agent hereunder shall, notwithstanding any judgment in a currency any other than the specified 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 currency, such Lender or the Administrative Designated Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Designated Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, the Borrower and each Borrower other Loan Party 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, Designated Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such sum originally due to any Lender or the Administrative Agent, Designated 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Designated Agent (as the case may be, ) agrees to remit to the Borrower or such excess to other Loan Party such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) US Dollars or 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 specified currency US Dollars or Canadian Dollars with such other currency at the Administrative AgentBank of America’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations of each the Borrower in respect of this Agreement and any sum Note due to any Lender party hereto or the Administrative Agent hereunder any holder of any bond shall, notwithstanding any judgment in a currency (the “judgment currency”) other than the specified currency in which the sum originally due to such party or such holder is denominated (the “original currency”), be discharged only to the extent that on the Business Day following receipt by such Lender party or the Administrative Agent such holder (as the case may be) of any sum adjudged to be so due in such other the judgment currency such Lender party or the Administrative Agent such holder (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified original currency with such other the judgment currency. If ; if the amount of the specified original currency so purchased is less than the sum originally due to such Lender party or the Administrative Agent, such holder (as the case may be, ) in the specified original currency, each the 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 party or the Administrative Agent, such holder (as the case may be, ) against such loss, and if the amount of the specified original currency so purchased exceeds (a) the sum originally due to any Lender party to this Agreement or the Administrative Agent, any holder of Notes (as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18), such Lender party or the Administrative Agent, such holder (as the case may be), agrees to remit to the Borrower, such excess to such Borrowerexcess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. Dollars with such other currency at the Administrative AgentBTMU’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable 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 obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed Dollars into Euro, or to be payable herein (the “specified currency”) convert a sum due hereunder in 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 specified currency with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) Equivalent thereof on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in Euro (the “Primary Currency”) to any Lender or the Administrative Facility Agent hereunder shall, notwithstanding any judgment in a currency any other than the specified 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 currency, such Lender or the Administrative Facility Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Facility Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each Borrower agrees, to the fullest extent that it may effectively do soBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, Facility Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such sum originally due to any Lender or the Administrative Agent, Facility 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Facility Agent (as the case may be, ) agrees to remit to the applicable Borrower such excess to such Borrowerexcess.

Judgment. 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 it is necessary to convert a sum due from hereunder or under any promissory note of any Borrower hereunder issued pursuant to this Agreement in the any currency expressed to be payable herein (the “specified currency”"Original Currency") into another currency, currency (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 specified currency Original Currency with such other currency the Other Currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) London, England on the second Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each a Borrower in respect of any sum due in the Original Currency from it to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currencyany Other 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 Other Currency such Lender or the Administrative Agent (as the case may be) may may, in accordance with normalnormal banking procedures, reasonable banking procedures purchase the specified currency Original Currency with such other currency. If Other Currency; if the amount of the specified currency Original 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 specified currencyOriginal Currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Original Currency so purchased 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 excess as a disproportionate payment to such Lender under Section 2.18Original Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency US dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. If If, for the purposes of obtaining judgment in any court court, it -------- is necessary to convert a sum due from hereunder or any Borrower hereunder other Loan Document in the one 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 at the specified Spot Rate the first 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, non-appealable final judgment is given. The obligations obligation of each Borrower any Loan Party 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 specified currencyapplicable 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 Administrative Judgment Currency, the Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currencythe Judgment Currency at the Spot Rate. If the amount of the specified currency Agreement Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, Agent in the specified currencyAgreement Currency, each Borrower Loan Party agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender the Agent or the Administrative Agent, as the case may be, Person to whom such obligation was owing against such loss, and if . If the amount of the specified Agreement currency so purchased exceeds (a) is greater than the sum originally due to any Lender or the Administrative AgentAgent in such currency, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, Agent agrees to remit such return the amount of any excess to such Borrowerthe applicable Loan Party (or to any other Person who may be entitled thereto under applicable law).

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under any Borrower hereunder Notes in the currency expressed to be payable herein (the “specified 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 specified currency with such other currency Table of Contents Offshore Currency with Dollars at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) FX Trading Office on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower the Company in respect of any sum due from it to any Lender or the Administrative Agent hereunder or under any Note held by such Lender shall, notwithstanding any judgment in a currency other than the specified currencyDollars, 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 Offshore Currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency with such other currency. If Offshore Currency with Dollars; if the amount of the specified currency Offshore Currency so purchased is are less than the sum originally due to such Lender or the Administrative Agent, Agent (as the case may be) in such Offshore Currency, in the specified currency, each Borrower Company 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Offshore Currency so purchased exceeds (a) exceed 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 excess as a disproportionate payment to such Lender under Section 2.18Offshore Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Company such excess to such Borrowerexcess.

Judgment. If (a) If, for the purposes of obtaining judgment in any court court, it is necessary to convert a sum due from hereunder or any Borrower hereunder other Loan Document in the one 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 or the applicable Issuing Bank could purchase the specified first 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, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any such sum due from it to any Lender Administrative Agent or the Administrative Agent 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 specified currencyapplicable 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 the Judgment Currency, Administrative Agent or the Administrative Agent (as the case may be) applicable Issuing Bank may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currencythe Judgment Currency. If the amount of the specified currency Agreement Currency so purchased is less than the sum originally due to such Lender Administrative Agent or the Administrative Agent, as applicable Issuing Bank from the case may be, Borrower in the specified currencyForeign Currency, each the 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 Administrative Agent or the Administrative Agent, as the case may be, Person to whom such obligation was owing against such loss, and if . If the amount of the specified currency Agreement Currency so purchased exceeds (a) is greater than the sum originally due to any Lender Administrative Agent or the applicable Issuing Bank in such currency, Administrative 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 excess as a disproportionate payment to such Lender under Section 2.18, such Lender Agent or the Administrative Agent, as the case may be, applicable Issuing Bank agrees to remit such return the amount of any excess to such Borrowerthe 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 hereunder or under any Borrower hereunder other Loan Document in the one 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 specified first 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, non-appealable final judgment is given. The obligations obligation of each Borrower BHI or any Subsidiary in respect of any such sum due from it to the Administrative Agent, the Collateral Agent or any Lender hereunder or under the Administrative Agent hereunder 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 specified currencyapplicable 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) or such Lender of any sum adjudged to be so due in such other currency such Lender or the Judgment Currency, the Administrative Agent (as the case may be) or such Lender may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currencythe Judgment Currency. If the amount of the specified currency Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender or the Administrative Agent, as the case may be, in the specified currencyAgreement Currency, each Borrower agrees, to the fullest extent that it may effectively do soLoan Party, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender or the Administrative Agent, as the case may be, Person to whom such obligation was owing against such loss, and if . If the amount of the specified currency Agreement Currency so purchased exceeds (a) is greater than the sum originally due to any Lender or the Administrative 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 excess as a disproportionate payment to Agent or such Lender under Section 2.18in such currency, the Administrative Agent or such Lender or the Administrative Agent, as the case may be, agrees to remit such return the amount of any excess to such Borrowerthe applicable Loan Party (or to any other Person who may be entitled thereto under applicable law).

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations of each Borrower in respect of this Agreement and any sum Note due to any Lender party hereto or the Administrative Agent hereunder any holder of any bond shall, notwithstanding any judgment in a currency (the “judgment currency”) other than the specified currency in which the sum originally due to such party or such holder is denominated (the “original currency”), be discharged only to the extent that on the Business Day following receipt by such Lender party or the Administrative Agent such holder (as the case may be) of any sum adjudged to be so due in such other the judgment currency such Lender party or the Administrative Agent such holder (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified original currency with such other the judgment currency. If ; if the amount of the specified original currency so purchased is less than the sum originally due to such Lender party or the Administrative Agent, such holder (as the case may be, ) in the specified original currency, each such Borrower agrees, to the fullest extent that it may effectively do so, agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Lender party or the Administrative Agent, such holder (as the case may be, ) against such loss, and if the amount of the specified original currency so purchased exceeds (a) the sum originally due to any Lender party to this Agreement or the Administrative Agent, any holder of Notes (as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18), such Lender party or the Administrative Agent, such holder (as the case may be), agrees to remit such excess to such Borrower, such excess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.

Judgment. (a) If for the purposes of obtaining judgment in any court or realizing on Collateral it is necessary or desirable to convert a sum due from hereunder or under any Borrower instrument delivered hereunder in the a given 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 sopermitted 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 specified such 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, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower and the Guarantors in respect of any sum due from them to the Agent or any Lender hereunder or the Administrative Agent hereunder under such instrument shall, notwithstanding any judgment in a currency other than Dollars or Euros, as the specified currencycase may be, be discharged only to the extent that on the Business Day following receipt by the Agent or such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency the Agent or such Lender or the Administrative Agent (Lender, as the case may be) , may in accordance with normal, reasonable normal banking procedures purchase Dollars or Euros, as the specified currency case may be, with such other currency. If ; if the amount of Dollars or Euros, as the specified currency case may be, so purchased is are less than the sum originally due to the Agent or such Lender or the Administrative AgentLender, as the case may be, in Dollars, or Euros, as the specified currencycase may be, each the Borrower agrees, to and the fullest extent that it may effectively do soGuarantors agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Agent or such Lender or the Administrative AgentLender, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender Dollars or the Administrative AgentEuros, as the case may be, in so purchased exceed the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment sum originally due to the Agent or such Lender under Section 2.18, such Lender in Dollars or the Administrative AgentEuros, as the case may be, agrees to the Agent or such Lender shall remit such excess to such Borrowerthe Borrower and the Guarantors.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under any Borrower hereunder of the other Loan Documents in the currency expressed to be payable herein (the “specified 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 specified currency U.S. Dollars with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) DBTCA on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Co-Borrower in respect of any sum due from it to any Lender Party, the Administrative Agent, the Co-Collateral Agents or the Administrative Security Agent hereunder or under any of the other Loan Documents held by such Lender Party shall, notwithstanding any judgment in a currency other than the specified currencyU.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 such 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, reasonable normal banking procedures purchase the specified currency U.S. Dollars with such other currency. If ; if the amount of the specified 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, Agent Co-Collateral Agents or the Security Agent (as the case may be) in U.S. Dollars, in the specified currency, each such Co-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 Party, or the Administrative Agent, Agent or Co-Collateral Agents or the Security Agent (as the case may be, ) against such loss, and if the amount of the specified currency U.S. Dollars so purchased exceeds (a) exceed the sum originally due by the Borrower to any Lender Party, or the Administrative Agent, Agent or Co-Collateral Agents or the Security 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 excess as a disproportionate payment to such Lender under Section 2.18U.S. Dollars, such Lender Party, or the Administrative Agent, Agent or Co-Collateral Agents or the Security Agent (as the case may be, ) agrees to remit such excess to such BorrowerCo-Borrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) US Dollars or 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 specified currency US Dollars or Canadian Dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower TCCI in respect of any sum due from it in any currency (the “Primary Currency”) to any Tranche C Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each Borrower TCCI 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to TCCI such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency NYDOCS01/1619389.2 applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, the Borrower and each Borrower Borrowing Subsidiary 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such Borrower.Borrower such excess. NYDOCS01/1619389.2

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first currency with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) on the second Business Day preceding that the day on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower of the Borrowers in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which such sum is denominated in accordance with the specified currencyapplicable 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 such other currency the Judgment Currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currency. If the Judgment Currency; if the amount of the specified currency Agreement 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 specified currencyAgreement Currency, each Borrower of the Borrowers 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Agreement Currency so purchased 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 excess as a disproportionate payment to such Lender under Section 2.18), such Lender or the 117 111 Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrower.excess. The obligations of 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. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) US Dollars, Canadian Dollars or 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 specified currency US Dollars, Canadian Dollars or Australian Dollars with such other currency at the Administrative AgentBNP Paribas’s principal office in London at 11:00 a.m. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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) maybe), of any sum adjudged to be so due in such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (%3) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (a) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the specified 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 currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in lawful money of the currency expressed to be payable herein United States (the “specified currencyDollars”) 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 specified currency Dollars with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) New York, New York on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower Company in respect of any sum due from it to NMC Funding, any Lender Investor, any Administrative Agent or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currencyDollars, be discharged only to the extent that on the Business Day following receipt by NMC Funding, such Lender Investor, such Administrative Agent or the Administrative Agent (Agent, as the case may be) applicable, of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) Person may in accordance with normal, reasonable normal banking procedures purchase the specified currency Dollars with such other currency. If ; if the amount of the specified currency Dollars so purchased is are less than the sum originally due to such Lender or the Administrative AgentPerson in Dollars, as the case may be, in the specified currency, each Borrower such Company 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, as the case may be, Person against such loss, and if the amount of the specified currency Dollars so purchased exceeds (a) exceed the sum originally due to any Lender or the Administrative Agent, as the case may be, such Person in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18Dollars, such Lender or the Administrative Agent, as the case may be, Person agrees to remit such excess to such BorrowerCompany such excess. (c) To the extent that any Company has or hereafter may acquire any immunity from jurisdiction of any 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 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 be irrevocable for purposes of such Act.

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations of each the Borrower in respect of this Agreement and any sum Note due to any Lender party hereto or the Administrative Agent hereunder any holder of any bond shall, notwithstanding any judgment in a currency (the "judgment currency") other than the specified currency in which the sum originally due to such party or such holder is denominated (the "original currency"), be discharged only to the extent that on the Business Day following receipt by such Lender party or the Administrative Agent such holder (as the case may be) of any sum adjudged to be so due in such other the judgment currency such Lender party or the Administrative Agent such holder (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified original currency with such other the judgment currency. If ; if the amount of the specified original currency so purchased is less than the sum originally due to such Lender party or the Administrative Agent, such holder (as the case may be, ) in the specified original currency, each the 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 party or the Administrative Agent, such holder (as the case may be, ) against such loss, and if the amount of the specified original currency so purchased exceeds (a) the sum originally due to any Lender party to this Agreement or the Administrative Agent, any holder of Notes (as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18), such Lender party or the Administrative Agent, such holder (as the case may be), agrees to remit to the Borrower, such excess to such Borrowerexcess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under the Notes in any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”"Original Currency") into another currency, currency (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 specified currency Original Currency with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) Other Currency on the first Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due in the Original Currency from it to the Agent or any Lender hereunder or under the Administrative Agent hereunder Notes shall, notwithstanding any judgment in a currency other than the specified currencyany Other Currency, be discharged only to the extent that on the Business Day following receipt by the Agent or 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 Administrative Agent (as the case may be) Other Currency may in accordance with normal, reasonable normal banking procedures purchase the specified currency dollars with such other currency. If Other Currency; if the amount of the specified currency 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 specified currencyOriginal Currency, each the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Agent or such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency Original Currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative 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 excess as a disproportionate payment to Original Currency, the Agent or such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit to Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder or under the Notes in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable 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 obligations obligation of each any Borrower in respect of any sum due from it to any Lender or the Administrative Agent hereunder or under a Note held by such Lender shall, notwithstanding any judgment in a currency other than the specified currencyDollars, 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 currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Dollars with such other currency. If ; if the amount of the specified currency Dollars so purchased is are less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be) in Dollars, in the specified currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Dollars so purchased exceeds (a) the exceed such 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 excess as a disproportionate payment to such Lender under Section 2.18Dollars, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) US Dollars, Canadian Dollars or 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 specified currency US Dollars, Canadian Dollars or Australian Dollars with such other currency at the Administrative AgentBNP Paribas’s principal office in London at 11:00 a.m. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency 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, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) Euros into another currencyDollars, the parties hereto agree, 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 specified currency Euros with such other currency Dollars at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of the Borrower and each Borrower Loan Party in respect of any sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, the Borrower and each Borrower other Loan Party 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower or such excess to other Loan Party such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) Alternative Currency into another currencyDollars, the parties hereto agree, 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 based on the Administrative Agent could purchase the specified currency with Dollar Equivalent of such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) Alternative Currency on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of the Borrower and each Borrower Loan Party in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Designated Agent hereunder shall, notwithstanding any judgment in a currency any other than the specified 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 currency, such Lender or the Administrative Designated Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Designated Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, the Borrower and each Borrower other Loan Party 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, Designated Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such sum originally due to any Lender or the Administrative Agent, Designated 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Designated Agent (as the case may be, ) agrees to remit to the Borrower or such excess to Loan Party such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. dollars with such other currency at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under the Notes in any Borrower hereunder in the currency expressed to be payable herein (the “specified currencyOriginal Currency”) into another currency, currency (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 specified currency Original Currency with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) Other Currency on the first Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower in respect of any sum due in the Original Currency from it to the Agent or any Lender hereunder or under the Administrative Agent hereunder Notes shall, notwithstanding any judgment in a currency other than the specified currencyany Other Currency, be discharged only to the extent that on the Business Day following receipt by the Agent or 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 Administrative Agent (as the case may be) Other Currency may in accordance with normal, reasonable normal banking procedures purchase the specified currency dollars with such other currency. If Other Currency; if the amount of the specified currency 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 specified currencyOriginal Currency, each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Agent or such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency Original Currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative 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 excess as a disproportionate payment to Original Currency, the Agent or such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit to Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower the Borrowers in respect of any sum due to any Lender Bank or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which such sum is denominated in accordance with the specified currencyapplicable provisions of this Agreement (the "Agreement Currency"), be discharged only to the extent that on the Business Day following receipt by such Lender Bank 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 Bank or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currency. If the Judgment Currency; if the amount of the specified currency Agreement Currency so purchased is less than the sum originally due to such Lender Bank or the Administrative Agent, Agent (as the case may be, ) in the specified currencyAgreement Currency, each Borrower jointly and severally agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender Bank or the Administrative Agent, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Agreement Currency so purchased exceeds (a) the sum originally due to any Lender Bank 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 excess as a disproportionate payment to such Lender under Section 2.18), such Lender Bank or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower (as the case may be) such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the "PRIMARY CURRENCY") to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under the Notes in any Borrower hereunder in the currency expressed to be payable herein (the “specified currencyOriginal 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 specified currency Original Currency with such other currency the Other Currency at the Administrative Agent’s principal office in London at 11:00 a.m. 9:00 A.M. (London New York City time) on the first Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower in respect of any sum due in the Original Currency from it to any Lender or the Administrative Agent hereunder or under any Note held by such Lender shall, notwithstanding any judgment in a currency other than the specified currencyany Other 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 Other Currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency US Dollars with such other currency. If Other Currency; if the amount of the specified currency US Dollars so purchased is less than the sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyOriginal Currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Original Currency so purchased 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 excess as a disproportionate payment to such Lender under Section 2.18Original Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under any Borrower hereunder Notes in the currency expressed to be payable herein (the “specified 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 specified currency US Dollars with such other currency at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable 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 obligations obligation of each any Borrower in respect of any sum due from it to any Lender Party or the Administrative Agent hereunder or under a Note held by such Lender Party shall, notwithstanding any judgment in a currency other than the specified currencyUS 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 currency, such Lender Party or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency US Dollars with such other currency. If ; if the amount of the specified currency US Dollars so purchased is are less than the such sum originally due to such Lender Party or the Administrative Agent, Agent (as the case may be) in US Dollars, in the specified currency, each such 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 Party or the Administrative Agent, Agent (as the case may be, ) against such loss, and if the amount of the specified currency US Dollars so purchased exceeds (a) the exceed such sum originally due to any Lender Party 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 excess as a disproportionate payment to such Lender under Section 2.18US Dollars, such Lender Party or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations of each the Borrower in respect of this Agreement and any sum Note due to any Lender party hereto or the Administrative Agent hereunder any holder of any bond shall, notwithstanding any judgment in a currency (the "JUDGMENT CURRENCY") other than the specified currencycurrency in which the sum originally due to such party or such holder is denominated (the "ORIGINAL CURRENCY"), be discharged only to the extent that on the Business Day following receipt by such Lender party or the Administrative Agent such holder (as the case may be) of any sum adjudged to be so due in such other the judgment currency such Lender party or the Administrative Agent such holder (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified original currency with such other the judgment currency. If ; if the amount of the specified original currency so purchased is less than the sum originally due to such Lender party or the Administrative Agent, such holder (as the case may be, ) in the specified original currency, each the 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 party or the Administrative Agent, such holder (as the case may be, ) against such loss, and if the amount of the specified original currency so purchased exceeds (a) the sum originally due to any Lender party to this Agreement or the Administrative Agent, any holder of Notes (as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18), such Lender party or the Administrative Agent, such holder (as the case may be), agrees to remit to the Borrower, such excess to such Borrowerexcess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative AgentNordea’s principal office in London at 11:00 a.m. A.M. (London time) on the second Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrower.excess. NYDOCS03/851836.9B 59

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations of each any Borrower in respect of this Agreement and any sum Note due to any Lender party hereto or the Administrative Agent hereunder any holder of any bond shall, notwithstanding any judgment in a currency (the "judgment currency") other than the specified currency in which the sum originally due to such party or such holder is denominated (the "original currency"), be discharged only to the extent that on the Business Day following receipt by such Lender party or the Administrative Agent such holder (as the case may be) of any sum adjudged to be so due in such other the judgment currency such Lender party or the Administrative Agent such holder (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified original currency with such other the judgment currency. If ; if the amount of the specified original currency so purchased is less than the sum originally due to such Lender party or the Administrative Agent, such holder (as the case may be, ) in the specified original currency, each such 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 party or the Administrative Agent, such holder (as the case may be, ) against such loss, and if the amount of the specified original currency so purchased exceeds (a) the sum originally due to any Lender party to this Agreement or the Administrative Agent, any holder of Notes (as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18), such Lender party or the Administrative Agent, such holder (as the case may be), agrees to remit such excess to such Borrower, such excess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s principal office in London appears at 11:00 a.m. A.M. (London time) ), on the display page applicable to the relevant currency on the Oanda website on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) [Reserved]. (c) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. dollars with such other currency at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, the Borrower and each Borrower Borrowing Subsidiary 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed Sterling into Euro, or to be payable herein (the “specified currency”) convert a sum due hereunder in 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 specified currency with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) Equivalent thereof on the Business Day preceding succeeding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in Euro or Sterling (each a “Primary Currency”) to any Lender or the Administrative any Agent hereunder shall, notwithstanding any judgment in a currency any other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative such Agent (as the case may be) ), of any sum adjudged to be so due in such other currency currency, such Lender or the Administrative such Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, such Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, such Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such sum originally due to any Lender or the Administrative Agent, such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, such Agent (as the case may be, ) agrees to remit to the applicable Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining -------- judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency US Dollars with such other currency at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder ---------------- shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) US Dollars or 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 specified currency US Dollars or Canadian Dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under the Notes in any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”"Original Currency") into another currency, currency (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 specified currency Original Currency with such other currency the Other Currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) London, England on the first Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due in the Original Currency from it to any Lender or the Administrative Agent hereunder or under the Note held by such Lender shall, notwithstanding any judgment in a currency other than the specified currencyany Other 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 bebe ) of any sum adjudged to be so due in such other currency Other Currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Dollars with such other currency. If Other Currency; if the amount of the specified currency Original 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 specified currencyOriginal Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Original Currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative AgentAgent (as the case may be ) in the Original Currency, such Lender or the 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 excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from hereunder or under the Notes in any Borrower hereunder in the currency expressed to be payable herein (the “specified currencyOriginal Currency”) into another currency, currency (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 specified currency Original Currency with such other currency the Other Currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) London, England on the third Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the applicable Borrower in respect of any sum due in the Original Currency from it to any Lender Bank or the Administrative Agent hereunder Agent, or any Issuing Bank hereunder, under the Notes held by such Bank, or under any Letter of Credit Reimbursement Agreement shall, notwithstanding any judgment in a currency other than the specified currencyany Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender Bank, the Agent or the Administrative Agent such Issuing Bank (as the case may be) of any sum adjudged to be so due in such other currency Other Currency such Lender Bank, the Agent or the Administrative Agent such Issuing Bank (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Original Currency with such other currency. If Other Currency; if the amount of the specified currency Original Currency so purchased is less than the sum originally due to such Lender Bank or the Administrative Agent, Agent or such Issuing Bank (as the case may be, ) in the specified currencyOriginal Currency, each such 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 Bank, the Agent or the Administrative Agent, such Issuing Bank (as the case may be, ) against such loss, and if the amount of the specified currency Original Currency so purchased exceeds (a) the sum originally due to any Lender Bank, the Agent or the Administrative Agent, such Issuing Bank (as the case may be, ) in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18Original Currency, such Lender Bank or the Administrative Agent, Agent or such Issuing Bank (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed Dollars into Euro, or to be payable herein (the “specified currency”) convert a sum due hereunder in 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 specified currency with such other currency at the Administrative Agent’s principal office in London at 11:00 a.m. (London time) Equivalent thereof on the Business Day preceding that on which final, non-appealable final judgment is given. The obligations obligation of each any Borrower in respect of any sum due from it in Euro or Dollars (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each Borrower agrees, to the fullest extent that it may effectively do soBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the applicable Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the on currency expressed to be payable herein (the “specified currencyPrimary Currency”) into another currencycurrency (the “Secondary 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 specified currency Primary Currency with such other currency Secondary Currency at the Administrative AgentBNPP’s principal office in London at 11:00 a.m. A.M. (London time) on the second Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower any Loan Party in respect of any sum due from it in any Primary Currency to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency the Secondary Currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If the Secondary Currency; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each Borrower Loan Party 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the applicable Loan Party such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. Dollars with such other currency at the Administrative AgentBank of America’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable 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 obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (a) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each [[3666665]] the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) Euros into another currencyDollars, the parties hereto agree, 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 specified currency Euros with such other currency Dollars at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of the Borrower and each Borrower Loan Party in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, the Borrower and each Borrower other Loan Party 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower or such excess to other Loan Party such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative Agent’s Citibank's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, the Borrower and each Borrower Borrowing Subsidiary 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. If (a) 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 from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. Dollars with such other currency at the Administrative Agent’s BNP's principal office in London New York City at 11:00 a.m. A.M. (London timeNew York City) time on the Business Day preceding that on which final, non-appealable final judgment is given. The obligations . (b) To the extent permitted by applicable law, if for the purposes of each 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 the Borrower or the Canadian Borrower in respect of any sum due in U.S. Dollars from it to any Lender Party or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currencyU.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 currency, such Lender Party or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency U.S. Dollars with such other currency. If ; if the amount of the specified currency U.S. Dollars so purchased is are less than the such sum originally due to such Lender Party or the Administrative AgentAgent (as the case may be) in U.S. Dollars, such Borrower or such Canadian Borrower, as the case may be, in the specified currency, each Borrower agrees, to the fullest extent that it may effectively do sopermitted by applicable law, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender Party or the Administrative AgentAgent (as the case may be) against such loss, and if the U.S. Dollars so purchased exceed such sum due to any Lender Party or the Agent (as the case may be) in U.S. Dollars, such Lender Party or the Agent (as the case may be) agrees to remit to such Borrower or such Canadian Borrower, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative 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 excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency Dollars with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such sum originally due to any Lender or the Administrative Agent, Avago Credit Agreement 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) Euros or 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 specified currency case may be, with such other currency at the Administrative Agent’s ABN AMRO's principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each Borrower in respect of any sum due from it in any currency (the "Primary Currency") to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each such 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess. [The remainder of this page is intentionally left blank.]

Judgment. If If, for the purposes of obtaining judgment in any court court, it -------- is necessary to convert a sum due from hereunder or any Borrower hereunder other Loan Document in the one 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 at the specified Spot Rate the first 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, non-appealable final judgment is given. The obligations obligation of each Borrower any Loan Party 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 specified currencyapplicable 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 Administrative Judgment Currency, the Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency 72 with such other currencythe Judgment Currency at the Spot Rate. If the amount of the specified currency Agreement Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, Agent in the specified currencyAgreement Currency, each Borrower Loan Party agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender the Agent or the Administrative Agent, as the case may be, Person to whom such obligation was owing against such loss, and if . If the amount of the specified Agreement currency so purchased exceeds (a) is greater than the sum originally due to any Lender or the Administrative AgentAgent in such currency, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, Agent agrees to remit such return the amount of any excess to such Borrowerthe applicable Loan Party (or to any other Person who may be entitled thereto under applicable law).

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified 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 specified currency U.S. Dollars with such other currency at the Administrative AgentBTMU’s principal office in London at 11:00 a.m. A.M. (London time) on the Business Day preceding that on which final, non-appealable 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 obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations obligation of each any Borrower in respect of any sum due to any Lender Bank or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which such sum is denominated in accordance with the specified currencyapplicable 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 Lender Bank 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 Bank or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currency. If the Judgment Currency; if the amount of the specified currency Agreement Currency so purchased is less than the sum originally due to such Lender Bank or the Administrative Agent, Agent (as the case may be, ) in the specified currencyAgreement Currency, each such 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 Bank or the Administrative Agent, Agent (as the case may be, ) against such loss, and if the amount of the specified currency Agreement Currency so purchased exceeds (a) the sum originally due to any Lender Bank 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 excess as a disproportionate payment to such Lender under Section 2.18), such Lender Bank or the Administrative Agent, Agent (as the case may be, ) agrees to remit such excess to such BorrowerBorrower such excess.

Judgment. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) Euros or 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 specified currency case may be, with such other currency at the Administrative AgentCitibank’s principal office in London at 11:00 a.m. A.M. (London time) on the second Business Day preceding that on which final, non-appealable final judgment is given. . (b) The obligations obligation of each the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency any other than the 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 such other currency currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified currency applicable Primary Currency with such other currency. If ; if the amount of the specified currency applicable Primary Currency so purchased is less than the such sum originally due to such Lender or the Administrative Agent, Agent (as the case may be, ) in the specified currencyapplicable Primary Currency, each the 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, Agent (as the case may be, ) against such loss, and if the amount of the specified currency applicable Primary Currency so purchased exceeds (a) the such 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 excess as a disproportionate payment to such Lender under Section 2.18applicable Primary Currency, such Lender or the Administrative Agent, Agent (as the case may be, ) agrees to remit to the Borrower such excess to such Borrowerexcess.

Judgment. If If, for the purposes of obtaining judgment in any court court, it is necessary to convert a sum due from hereunder or any Borrower hereunder other Loan Document in the one 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 specified first 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, non-appealable final judgment is given. The obligations obligation of each Borrower in respect of any such sum due from it to the Agent or any Lender hereunder or under the Administrative Agent hereunder 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 specified currencyapplicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Agent or such Lender or the Administrative Agent (Lender, as the case may be) , of any sum adjudged to be so due in the Judgment Currency, the Agent or such other currency such Lender or the Administrative Agent (Lender, as the case may be) , may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currencythe Judgment Currency. If the amount of the specified currency Agreement Currency so purchased is less than the sum originally 170 due to such the Agent or any Lender or the Administrative Agent, as the case may be, from any Borrower in the specified currencyAgreement Currency, each such Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Agent or such Lender or the Administrative AgentLender, as the case may be, against such loss, and if . If the amount of the specified currency Agreement Currency so purchased exceeds (a) is greater than the sum originally due to the Agent or any Lender in such currency, the Agent or the Administrative 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 excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative AgentLender, as the case may be, agrees to remit such return the amount of any excess to such BorrowerBorrower (or to any other Person who may be entitled thereto under applicable law).

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (b) The obligations of each any Borrower in respect of this Agreement and any sum Note due to any Lender party hereto or the Administrative Agent hereunder any holder of any bond shall, notwithstanding any judgment in a currency (the “judgment currency”) other than the specified currency in which the sum originally due to such party or such holder is denominated (the “original currency”), be discharged only to the extent that on the Business Day following receipt by such Lender party or the Administrative Agent such holder (as the case may be) of any sum adjudged to be so due in such other the judgment currency such Lender party or the Administrative Agent such holder (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified original currency with such other the judgment currency. If ; if the amount of the specified original currency so purchased is less than the sum originally due to such Lender party or the Administrative Agent, such holder (as the case may be, ) in the specified original currency, each such 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 party or the Administrative Agent, such holder (as the case may be, ) against such loss, and if the amount of the specified original currency so purchased exceeds (a) the sum originally due to any Lender party to this Agreement or the Administrative Agent, any holder of Notes (as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18), such Lender party or the Administrative Agent, such holder (as the case may be), agrees to remit such excess to such Borrower, such excess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.

Judgment. (a) If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Borrower hereunder in the one 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 specified first 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 the day on which final, non-appealable final judgment is given. . (a) The obligations of each the Borrower in respect of this Agreement and any sum Note due to any Lender party hereto or the Administrative Agent hereunder any holder of any bond shall, notwithstanding any judgment in a currency (the “judgment currency”) other than the specified currency in which the sum originally due to such party or such holder is denominated (the “original currency”), be discharged only to the extent that on the Business Day following receipt by such Lender party or the Administrative Agent such holder (as the case may be) of any sum adjudged to be so due in such other the judgment currency such Lender party or the Administrative Agent such holder (as the case may be) may in accordance with normal, reasonable normal banking procedures purchase the specified original currency with such other the judgment currency. If ; if the amount of the specified original currency so purchased is less than the sum originally due to such Lender party or the Administrative Agent, such holder (as the case may be, ) in the specified original currency, each the Borrower agrees, to the fullest extent that it may effectively do so, agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Lender party or the Administrative Agent, such holder (as the case may be, ) against such loss, and if the amount of the specified original currency so purchased exceeds (a) the sum originally due to any Lender party to this Agreement or the Administrative Agent, any holder of Notes (as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18), such Lender party or the Administrative Agent, such holder (as the case may be), agrees to remit to the Borrower, such excess to such Borrowerexcess. This covenant shall survive the termination of this Agreement and payment of the Loans and all other amounts payable hereunder.