Common use of Currency of Payment Clause in Contracts

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing by any Borrower hereunder Accommodations shall be made repaid by the Borrower to the Administrative Agent or a Lender as required under this Agreement in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent which such Accommodation was obtained. Any payment on account of an amount payable under this Agreement in a particular currency (the “Currency of PaymentProper Currency”) at required by any authority having jurisdiction to be made (or which a Lender elects to accept) in a currency (the place specified herein (such requirements are “Other Currency”) other than the Proper Currency, whether pursuant to a judgment or order of any court or tribunal or otherwise, shall constitute a discharge of the essence Borrower’s obligations under this Agreement only to the extent of the amount of the Proper Currency which each applicable Lender is able, as soon as practicable after receipt by it of such payment, to purchase with the amount of the Other Currency so received. If the amount of the Proper Currency which a Lender is so able to purchase is less than the amount of the Proper Currency originally due to it, the Borrower shall indemnify and hold such Lender harmless from and against all losses, costs, damages or expenses which such Lender may sustain, pay or incur as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from any other obligation contained in this Agreement). If, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lenders from time to time, shall continue in full force and effect notwithstanding any judgment or order for the purpose a liquidated sum in respect of obtaining an amount due under this Agreement or under any judgment or order and shall not merge in any court, it is necessary to convert a sum due hereunder in a Currency order of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations foreclosure made in respect of any sum due hereunder of the security given by the Borrower to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than for the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank benefit of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedLender.

Currency of Payment. Each payment owing by the Company or any other Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank L/C Issuer shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank L/C Issuer of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank L/C Issuer may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees The parties hereto agree that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank L/C Issuer in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, the Company or such Borrower other Borrower, as applicable, shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank L/C Issuer and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing BankL/C Issuer, such Lender or Issuing Bank L/C Issuer shall promptly pay the excess over to the Company or such Borrower other Borrower, as applicable, in the currency and to the extent actually received.

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Administrative Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. (a) Each payment owing by any the Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are requirement is of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank Secured Party shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank Secured Party of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each The Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such the Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank Secured Party and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing BankSecured Party, such Lender or Issuing Bank Secured Party shall promptly pay the excess over to such the Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent Dollars (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency Currency specified herein or, if not specified herein, specified in any other Loan Document executed by the any Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currencyCurrency, the parties hereto agree that the rate of exchange used shall be that at which which, in accordance with normal banking procedures procedures, the Domestic Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Exchange Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currencyCurrency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that that, to the fullest extent permitted by law, (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately promptly pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing by any the Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shallLender, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees The parties hereto agree that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower the Borrower, as applicable, shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing BankLender, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower the Borrower, as applicable, in the currency and to the extent actually received.

Currency of Payment. Each Payment of principal of (and premium, if any) and interest on any Supplemental Obligation will be made in the currency designated as the “required currency” for such payment owing by (or in a comparable manner) in the applicable Pricing Supplement (the “Required Currency” for any Borrower hereunder payment on such Supplemental Obligation), except as provided in this and the next three paragraphs. For each Supplemental Obligation, the Required Currency for any payment shall be made in the relevant Required Currency for such payment unless, at the time of such payment, such currency specified herein oris not legal tender for the payment of public and private debts in the country issuing such currency on the Original Issue Date, in which case the Required Currency for such payment shall be such coin or currency as at the time of such payment is legal tender for payment of public and private debts in such country, except as provided in the next sentence. If the euro is the Required Currency for any payment, the Required Currency for such payment shall be such coin or currency as at the time of payment is legal tender for the payment of public and private debts in all EMU Countries (as defined in Section 3 on the reverse hereof), provided that, if on any day there are not specified hereinat least two EMU Countries, specified or if on any day there are at least two EMU Countries but no coin or currency is legal tender for the payment of public and private debts in all EMU Countries, then the Required Currency for such payment shall be deemed not to be available to the Bank on such day. If provided in the applicable Pricing Supplement and except as provided in the next paragraph, any payment to be made on a Supplemental Obligation in a Required Currency other than U.S. dollars will be made in U.S. dollars if the Person entitled to receive such payment transmits a written request for such payment to be made in U.S. dollars to the Trustee at its Corporate Trust Office, on or before the fifth Business Day before the payment is to be made. Such written request may be mailed, hand delivered, telecopied or delivered in any other Loan Document executed manner approved by the Administrative Trustee. Any such request made with respect to any payment on a Supplemental Obligation payable to a particular Holder will remain in effect for all later payments on such Supplemental Obligation payable to such Holder, unless such request is revoked on or before the fifth Business Day before a payment is to be made, in which case such revocation shall be effective for such and all later payments. In the case of any payment of interest payable on an Interest Payment Date, such written request must be made by the Person who is the registered Holder of this Security on the relevant Regular Record Date. The U.S. dollar amount of any payment made pursuant to the preceding paragraph will be determined by the Exchange Rate Agent, as near as practicable to 11:00 A.M., New York City time, on the US Collateral second Business Day preceding each payment date, based upon the indicative bid quotation that it quotes for the aggregate amount of Required Currency which is to be exchanged for payment in U.S. dollars on such payment date, which shall be a competitive rate in the market at that time for such a transaction. If such bid quotation is not available, the Exchange Rate Agent will obtain bid quotations from three, or if three are not available, then two, leading foreign exchange banks in The City of New York selected by the European Collateral Exchange Rate Agent for such purchase and will enter into an agreement to trade the relevant currencies with such foreign exchange bank as shall have submitted the highest bid. If the Exchange Rate Agent determines that two such bid quotations are not available on such second Business Day, such payment will be made in the Required Currency for such payment. All currency exchange costs associated with any payment in U.S. dollars on this Security will be borne by the Holder entitled to receive such payment, by deduction from such payment. Notwithstanding the foregoing, if any amount payable on a Supplemental Obligation is payable on any day (including at Maturity or on any redemption date) in a Required Currency other than U.S. dollars, and if such Required Currency is not available to the Bank on the two Business Days before such day, due to the imposition of exchange controls, disruption in a currency market or any other circumstances beyond the control of the Bank, the Bank will be entitled to satisfy its obligation to pay such amount in such Required Currency by making such payment in U.S. dollars. The amount of such payment in U.S. dollars shall be determined by the Exchange Rate Agent on the basis of the noon buying rate for cable transfers in The City of New York for such Required Currency (the “Currency of PaymentExchange Rate”) at the place specified herein (such requirements are as of the essence of this Agreement). If, for latest day before the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that day on which final judgment such payment is givento be made. The obligations Any payment made under such circumstances in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed U.S. dollars where the required payment is in a currency other than U.S. dollars will not constitute an Event of Default under the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by Indenture or such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedSupplemental Obligation.

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Administrative Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with 146 normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. Each Payment of principal of (and premium, if any) and interest on any Supplemental Obligation will be made in the currency designated as the “required currency” for such payment owing by (or in a comparable manner) in the applicable Pricing Supplement (the “Required Currency” for any Borrower hereunder payment on such Supplemental Obligation), except as provided in this and the next three paragraphs. For each Supplemental Obligation, the Required Currency for any payment shall be made in the relevant Required Currency for such payment unless, at the time of such payment, such currency specified herein oris not legal tender for the payment of public and private debts in the country issuing such currency on the Original Issue Date, in which case the Required Currency for such payment shall be such coin or currency as at the time of such payment is legal tender for payment of public and private debts in such country, except as provided in the next sentence. If the euro is the Required Currency for any payment, the Required Currency for such payment shall be such coin or currency as at the time of payment is legal tender for the payment of public and private debts in all EMU Countries (as defined in Section 3 on the reverse hereof), provided that, if on any day there are not specified hereinat least two EMU Countries, specified or if on any day there are at least two EMU Countries but no coin or currency is legal tender for the payment of public and private debts in all EMU Countries, then the Required Currency for such payment shall be deemed not to be available to the Company on such day. If provided in the applicable Pricing Supplement and except as provided in the next paragraph, any payment to be made on a Supplemental Obligation in a Required Currency other than U.S. dollars will be made in U.S. dollars if the Person entitled to receive such payment transmits a written request for such payment to be made in U.S. dollars to the Trustee at its Corporate Trust Office, on or before the fifth Business Day before the payment is to be made. Such written request may be mailed, hand delivered, telecopied or delivered in any other Loan Document executed manner approved by the Administrative AgentTrustee. Any such request made with respect to any payment on a Supplemental Obligation payable to a particular Holder will remain in effect for all later payments on such Supplemental Obligation payable to such Holder, unless such request is revoked on or before the fifth Business Day before a payment is to be made, in which case such revocation shall be effective for such and all later payments. In the case of any payment of interest payable on an Interest Payment Date, such written request must be made by the Person who is the registered Holder of this Security on the relevant Regular Record Date. The U.S. dollar amount of any payment made pursuant to the preceding paragraph will be determined by the Exchange Rate Agent (as defined in Section 2 on the reverse hereof), as near as practicable to 11:00 A.M., New York City time, on the second Business Day preceding each payment date, based upon the indicative bid quotation that it quotes for the aggregate amount of Required Currency which is to be exchanged for payment in U.S. dollars on such payment date, which shall be a competitive rate in the market at that time for such a transaction. If such bid quotation is not available, the US Collateral Exchange Rate Agent will obtain bid quotations from three, or if three are not available, then two, leading foreign exchange banks in The City of New York selected by the European Collateral Exchange Rate Agent for such purchase and will enter into an agreement to trade the relevant currencies with such foreign exchange bank as shall have submitted the highest bid. If the Exchange Rate Agent determines that two such bid quotations are not available on such second Business Day, such payment will be made in the Required Currency for such payment. All currency exchange costs associated with any payment in U.S. dollars on this Security will be borne by the Holder entitled to receive such payment, by deduction from such payment. Notwithstanding the foregoing, if any amount payable on a Supplemental Obligation is payable on any day (including at Maturity) in a Required Currency other than U.S. dollars, and if such Required Currency is not available to the Company on the two Business Days before such day, due to the imposition of exchange controls, disruption in a currency market or any other circumstances beyond the control of the Company, the Company will be entitled to satisfy its obligation to pay such amount in such Required Currency by making such payment in U.S. dollars. The amount of such payment in U.S. dollars shall be determined by the Exchange Rate Agent on the basis of the noon buying rate for cable transfers in The City of New York for such Required Currency (the “Currency of PaymentExchange Rate”) at the place specified herein (such requirements are as of the essence of this Agreement). If, for latest day before the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that day on which final judgment such payment is givento be made. The obligations Any payment made under such circumstances in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed U.S. dollars where the required payment is in a currency other than U.S. dollars will not constitute an Event of Default under the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by Indenture or such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedSupplemental Obligation.

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency Currency specified herein or, if not specified herein, specified in any other Loan Document executed by the any Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currencyCurrency, the parties hereto agree that the rate of exchange used shall be that at which which, in accordance with normal banking procedures procedures, the Domestic Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Exchange Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currencyCurrency, such Lender or Table of Contents Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that that, to the fullest extent permitted by law, (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately promptly pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.. Table of Contents

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the US Administrative Agent, the US Collateral Agent or the European Collateral Canadian Administrative Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the US Administrative Agent or the Canadian Administrative Agent, as applicable, could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any the Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or the Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or the Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or the Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or the Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or the Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing (a) All outstanding Borrowings relating to Prime Rate Loans, BA Loans, BA Equivalent Loans and LC Disbursements in respect of letters of credit issued in Canadian Dollars together with all interest and fees and other Obligations relating thereto shall accrue and be payable by any the Borrower hereunder shall be made in the relevant currency specified herein orCanadian dollars. All outstanding Borrowings relating to ABR Loans, if not specified herein, specified Eurodollar Loans or LC Disbursements in respect of letters of credit issued in any other currency together with all interest and fees and other Obligations relating thereto shall accrue and be payable by the Borrower in dollars. The obligations of the Borrower and the other Loan Document executed Parties hereunder and under the other Loan Documents to make payments in dollars or in Canadian dollars, as the case may be (the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are a Lender of the essence full amount of the Obligation Currency expressed to be payable to the Administrative Agent or Lender under this Agreement)Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any courtcourt or in any jurisdiction, it is becomes necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of or from any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the Administrative Agent’s quoted rate of Paymentexchange prevailing, be discharged only to in each case, as of the extent that, date immediately preceding the day on which the judgment is given (such Business Day following receipt by such Lender or Issuing Bank of any sum adjudged being hereinafter referred to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase as the “Judgment Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedConversion Date”).

Currency of Payment. (a) Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Australian Agent (the “"Currency of Payment”") at the place specified herein (such requirements requirement are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank Secured Party shall, 166 CREDIT AGREEMENT SWIFT & COMPANY notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank Secured Party of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank Secured Party and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing BankSecured Party, such Lender or Issuing Bank Secured Party shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. (a) Each payment owing by any the Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “"Currency of Payment”") at the place specified herein (such requirements are requirement is of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank Secured Party shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank Secured Party of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each The Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such the Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank Secured Party and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing BankSecured Party, such Lender or Issuing Bank Secured Party shall promptly pay the excess over to such the Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing by All payments of principal of and interest on any Borrower Advance or any other Obligations hereunder shall be made by the Credit Party responsible therefor in Dollars in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by manner and to the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) Bank at the place specified herein (such requirements are Payment Office. Payment of the essence Obligations shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to Dollars and transfer to the Payment Office under normal banking procedures does not yield the amount of this Agreement)the Dollars at the Payment Office due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment from Dollars into another currencycurrency (the "Judgment Currency"), the parties hereto agree that the rate of exchange used which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent Bank could purchase such Dollars with that amount of the Judgment Currency of Payment with such other currency at the Spot Selling Rate 9:00 a.m. (Boston time) on the Business Day next preceding that on which final such judgment is givenrendered. The obligations obligation of the applicable Credit Party in respect of any such sum due hereunder from it to any Lender or any Issuing the Bank shall, notwithstanding any adjudication expressed the rate of exchange actually applied in a currency other than the Currency of Paymentrendering such judgment, be discharged only to the extent that, that on the Business Day following receipt by such Lender or Issuing the Bank of any sum adjudged to be so due hereunder or under the Notes or any other Loan Document in such other currencythe Judgment Currency, such Lender or Issuing the Bank may, may in accordance with normal banking procedures, procedures purchase and transfer to the Currency of Payment Office the Dollars with such other currency. Each Borrower agrees that (a) if the amount of the Judgment Currency of Payment so purchased is less than adjudged to be due; and each Credit Party hereby, as a separate Obligation and notwithstanding any such judgment, agrees to indemnify the Bank against, and to pay the Bank on demand, in Dollars, any difference between the sum originally due to such Lender or Issuing the Bank in the Currency of Payment, as a separate obligation Dollars and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment Dollars so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedtransferred.

Currency of Payment. Each payment owing by any Borrower hereunder shall All payments and prepayments on the Obligation must be made in the relevant currency borrowed (the "SPECIFIED CURRENCY") and at the Lending Installation specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “"SPECIFIED PLACE"). The payment of the Obligation shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of Payment”) the Specified Currency at the place specified herein (such requirements are of the essence of this Agreement)Specified Place due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a the Specified Currency of Payment into another currencycurrency (the "SECOND CURRENCY"), the parties hereto agree that the rate of exchange used which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such the Specified Currency of Payment with such other currency at the Spot Selling Rate Second Currency on the Business Day next preceding that on which final such judgment is givenrendered. The obligations obligation of Borrower in respect of any such sum due hereunder from it to the Administrative Agent or any Lender or any Issuing Bank hereunder (an "ENTITLED PERSON") shall, notwithstanding any adjudication expressed the rate of exchange actually applied in a currency other than the Currency of Paymentrendering such judgment, be discharged only to the extent that, that on the Business Day following receipt by such Lender or Issuing Bank Entitled Person of any sum adjudged to be so due hereunder or under the other Credit Documents in such other currencythe Second Currency, such Lender or Issuing Bank may, Entitled Person may in accordance with normal banking procedures, procedures purchase and transfer to the Specified Place the Specified Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Second Currency so adjudged to be due; and Borrower hereby, as a separate part of Payment so purchased is less than the Obligation and notwithstanding such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Lender or Issuing Bank Entitled Person in the Specified Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Specified Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedtransferred.

Currency of Payment. Each payment owing (a) All outstanding Borrowings relating to Prime Rate Loans, BA Loans, BA Equivalent Loans and LC Disbursements in respect of letters of credit issued in Canadian Dollars together with all interest and fees and other Obligations relating thereto shall accrue and be payable by any the Borrower hereunder shall be made in the relevant currency specified herein orCanadian dollars. All outstanding Borrowings relating to ABR Loans, if not specified herein, specified Eurodollar Loans or LC Disbursements in respect of letters of credit issued in any other currency together with all interest and fees and other Obligations relating thereto shall accrue and be payable by the Borrower in dollars. The obligations of the Borrower and the other Loan Document executed Parties hereunder and under the other Loan Documents to make payments in dollars or in Canadian dollars, as the case may be (the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are a Lender of the essence full amount of the Obligation Currency expressed to be payable to the Administrative Agent or Lender under this Agreement)Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any courtcourt 104 or in any jurisdiction, it is becomes necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of or from any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the Administrative Agent’s quoted rate of Paymentexchange prevailing, be discharged only to in each case, as of the extent that, date immediately preceding the day on which the judgment is given (such Business Day following receipt by such Lender or Issuing Bank of any sum adjudged being hereinafter referred to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase as the “Judgment Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedConversion Date”).

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be 200 discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing by All payments of principal of and interest on any Borrower Advance or any other Obligations hereunder shall be made by the applicable Borrowing Entity in the relevant currency specified herein or, if not specified herein, borrowed or otherwise payable (the "Specified Currency") in the manner and at the address (the "Specified Place") specified in any other Loan Document executed Section 2.10.1. Payment of the Obligations shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the Administrative Agent, extent that the US Collateral Agent or amount so paid on conversion to the European Collateral Agent (Specified Currency and transfer to the “Specified Place under normal banking procedures does not yield the amount of the Specified Currency of Payment”) due at the place specified herein (such requirements are of the essence of this Agreement)Specified Place. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a the Specified Currency of Payment into another currencycurrency (the "Judgment Currency"), the parties hereto agree that the rate of exchange used which shall be applied shall be that at which which, in accordance with normal banking procedures procedures, the Administrative Agent could purchase such the Specified Currency with that amount of Payment with such other currency at the Spot Selling Rate Judgment Currency on the Business Day next preceding that on which final such judgment is givenrendered. The obligations obligation of the applicable Borrowing Entity in respect of any such sum due hereunder from it to the Administrative Agent or any Lender or any Issuing Bank hereunder (an "Entitled Person") shall, notwithstanding any adjudication expressed the rate of exchange actually applied in a currency other than the Currency of Paymentrendering such judgment, be discharged only to the extent that, that on the Business Day following receipt by such Lender or Issuing Bank Entitled Person of any sum adjudged to be so due hereunder or under the Notes in such other currencythe Judgment Currency, such Lender or Issuing Bank may, Entitled Person may in accordance with normal banking procedures, procedures purchase and transfer to the Specified Place the Specified Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Judgment Currency of Payment so purchased is less than adjudged to be due; and the Borrowing Entities, on a joint and several basis, hereby, as a separate Obligation and notwithstanding any such judgment, agree to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Lender or Issuing Bank Entitled Person in the Specified Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Specified Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedtransferred.

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements requirement are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank Secured Party shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank Secured Party of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank Secured Party and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing BankSecured Party, such Lender or Issuing Bank Secured Party shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing by All payments of principal of and interest ------------------- on any Borrower Advance or payments of Reimbursement Obligations or any other Obligations hereunder shall be made by the Borrower in the relevant currency specified herein or, if not specified herein, borrowed (the "Specified Currency") in the manner and at the address (the "Specified Place") specified in any other Loan Document executed Section 2.10.1. Payment of the Obligations shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the Administrative Agent, extent that the US Collateral Agent or amount so paid on conversion to the European Collateral Agent (Specified Currency and transfer to the “Specified Place under normal banking procedures does not yield the amount of the Specified Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement)Specified Place due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a the Specified Currency of Payment into another currencycurrency (the "Judgment Currency"), the parties hereto agree that the rate of exchange used which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such the Specified Currency with that amount of Payment with such other currency at the Spot Selling Rate Judgment Currency on the Business Day next preceding that on which final such judgment is givenrendered. The obligations obligation of the Borrower in respect of any such sum due hereunder from it to the Agent or any Lender or any Issuing Bank hereunder (an "Entitled Person") shall, notwithstanding any adjudication expressed the rate of exchange actually applied in a currency other than the Currency of Paymentrendering such judgment, be discharged only to the extent that, that on the Business Day following receipt by such Lender or Issuing Bank Entitled Person of any sum adjudged to be so due hereunder or under the Notes in such other currencythe Judgment Currency, such Lender or Issuing Bank may, Entitled Person may in accordance with normal banking procedures, procedures purchase and transfer to the Specified Place the Specified Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Judgment Currency of Payment so purchased is less than adjudged to be due; and the Borrower hereby, as a separate Obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Lender or Issuing Bank Entitled Person in the Specified Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Specified Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedtransferred.

Currency of Payment. (a) Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Australian Agent (the “"Currency of Payment”") at the place specified herein (such requirements requirement are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank Secured Party shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank Secured Party of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank Secured Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank Secured Party in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank Secured Party and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing BankSecured 152 AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY Party, such Lender or Issuing Bank Secured Party shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing by any Borrower hereunder shall All payments and prepayments on the Obligation must be made in the relevant currency borrowed (the "SPECIFIED CURRENCY") and at the Lending Installation specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “"SPECIFIED PLACE"). The payment of the Obligation shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of Payment”) the Specified Currency at the place specified herein (such requirements are of the essence of this Agreement)Specified Place due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a the Specified Currency of Payment into another currencycurrency (the "SECOND CURRENCY"), the parties hereto agree that the rate of exchange used which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such the Specified Currency of Payment with such other currency at the Spot Selling Rate Second Currency on the Business Day next preceding that on which final such judgment is givenrendered. The obligations obligation of Borrower in respect of any such sum due hereunder from it to the Administrative Agent or any Lender or any Issuing Bank hereunder (an "ENTITLED PERSON") shall, notwithstanding any adjudication expressed the rate of exchange actually applied in a currency other than the Currency of Paymentrendering such judgment, be discharged only to the extent that, that on the Business Day following receipt by such Lender or Issuing Bank Entitled Person of any sum adjudged to be so due hereunder or under the other Credit Documents in such other currencythe Second Currency, such Lender or Issuing Bank may, Entitled Person may in accordance with normal banking procedures, procedures purchase and transfer to the Specified Place the Specified Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Second Currency so adjudged to be due; and Borrower hereby, as a separate part of Payment so purchased is less than the Obligation and notwithstanding such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Lender or Issuing Bank Entitled Person in the Specified Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Specified Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bankand transferred. AMENDED AND RESTATED CREDIT AGREEMENT AMERICAN NATIONAL BANK Page 29 ULTRAK OPERATING, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.L.P.

Currency of Payment. Each payment owing by All payments of principal of and ------------------- interest on any Borrower Advance or payments of Reimbursement Obligations or any other Obligations hereunder shall be made by the Borrower in the relevant currency specified herein or, if not specified herein, borrowed (the "Specified Currency") in the manner and at the address (the "Specified ------------------ --------- Place") specified in any other Loan Document executed Section 2.10.1. Payment of the Obligations shall not be ----- -------------- discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the Administrative Agent, extent that the US Collateral Agent or amount so paid on conversion to the European Collateral Agent (Specified Currency and transfer to the “Specified Place under normal banking procedures does not yield the amount of the Specified Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement)Specified Place due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a the Specified Currency of Payment into another currencycurrency (the "Judgment Currency"), the parties hereto agree that the rate of exchange used ----------------- which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such the Specified Currency with that amount of Payment with such other currency at the Spot Selling Rate Judgment Currency on the Business Day next preceding that on which final such judgment is givenrendered. The obligations obligation of the Borrower in respect of any such sum due hereunder from it to the Agent or any Lender or any Issuing Bank hereunder (an "Entitled Person") shall, --------------- notwithstanding any adjudication expressed the rate of exchange actually applied in a currency other than the Currency of Paymentrendering such judgment, be discharged only to the extent that, that on the Business Day following receipt by such Lender or Issuing Bank Entitled Person of any sum adjudged to be so due hereunder or under the Notes in such other currencythe Judgment Currency, such Lender or Issuing Bank may, Entitled Person may in accordance with normal banking procedures, procedures purchase and transfer to the Specified Place the Specified Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Judgment Currency of Payment so purchased is less than adjudged to be due; and the Borrower hereby, as a separate Obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Lender or Issuing Bank Entitled Person in the Specified Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Specified Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedtransferred.

Currency of Payment. Each payment owing by All payments of principal of and ------------------- interest on any Borrower Advance or any other Obligations hereunder shall be made by the Borrower in the relevant currency specified herein or, if not specified herein, borrowed (the "Specified Currency") in the manner and at the address (the "Specified Place") specified in any other Loan Document executed Section 2.10.1. Payment of the Obligations shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the Administrative Agent, extent that the US Collateral Agent or amount so paid on conversion to the European Collateral Agent (Specified Currency and transfer to the “Specified Place under normal banking procedures does not yield the amount of the Specified Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement)Specified Place due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a the Specified Currency of Payment into another currencycurrency (the "Judgment Currency"), the parties hereto agree that the rate of exchange used which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such the Specified Currency with that amount of Payment with such other currency at the Spot Selling Rate Judgment Currency on the Business Day next preceding that on which final such judgment is givenrendered. The obligations obligation of the Borrower in respect of any such sum due hereunder from it to the Agent or any Lender or any Issuing Bank hereunder (an "Entitled Person") shall, notwithstanding any adjudication expressed the rate of exchange actually applied in a currency other than the Currency of Paymentrendering such judgment, be discharged only to the extent that, that on the Business Day following receipt by such Lender or Issuing Bank Entitled Person of any sum adjudged to be so due hereunder or under the Notes in such other currencythe Judgment Currency, such Lender or Issuing Bank may, Entitled Person may in accordance with normal banking procedures, procedures purchase and transfer to the Specified Place the Specified Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Judgment Currency of Payment so purchased is less than adjudged to be due; and the Borrower hereby, as a separate Obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Lender or Issuing Bank Entitled Person in the Specified Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Specified Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedtransferred.

Currency of Payment. Each payment owing by any Borrower hereunder shall All payments and prepayments on the Obligation must be made in the relevant currency borrowed (the "SPECIFIED CURRENCY") and at the Eurocurrency Lending Installation specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “"SPECIFIED PLACE"). The payment of the Obligation shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of Payment”) the Specified Currency at the place specified herein (such requirements are of the essence of this Agreement)Specified Place due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a the Specified Currency of Payment into another currencycurrency (the "SECOND CURRENCY"), the parties hereto agree that the rate of exchange used which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such the Specified Currency of Payment with such other currency at the Spot Selling Rate Second Currency on the Business Day next preceding that on which final such judgment is givenrendered. The obligations obligation of Borrower in respect of any such sum due hereunder from it to the Administrative Agent or any Lender or any Issuing Bank hereunder (an "ENTITLED PERSON") shall, notwithstanding any adjudication expressed the rate of exchange actually applied in a currency other than the Currency of Paymentrendering such judgment, be discharged only to the extent that, that on the Business Day following receipt by such Lender or Issuing Bank Entitled Person of any sum adjudged to be so due hereunder or under the other Credit Documents in such other currencythe Second Currency, such Lender or Issuing Bank may, Entitled Person may in accordance with normal banking procedures, procedures purchase and transfer to the Specified Place the Specified Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Second Currency so adjudged to be due; and Borrower hereby, as a separate part of Payment so purchased is less than the Obligation and notwithstanding such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Lender or Issuing Bank Entitled Person in the Specified Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Specified Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedtransferred.

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.

Currency of Payment. Each payment owing The principal of and the interest on the obligations due hereunder, and any other amounts owed for fees, costs, or otherwise, are payable in US Dollars without deduction for or on account of any present or future tax, duty or other charge levied or imposed on this Letter Agreement or any proceeds hereof by any government or any political subdivision thereof or by any other jurisdiction, or by any political subdivision thereof, from which any payment due with respect thereto is remitted or on account of any other restrictions and conditions of whatever nature. If any such tax, duty or other charge is required to be deducted or withheld by law or regulation from any amount payable hereunder, Borrower shall pay Bank such additional amounts (including any penalties and interest thereon) as may be necessary so that the amount actually received by Bank is equal to the full amount payable hereunder had no such withholding or deduction been made. Borrower shall be made in the relevant currency specified herein orfurnish to Bank all tax receipts for withholding taxes, if not specified hereinany, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent or the European Collateral Agent (the “Currency paid on behalf of Payment”) at the place specified herein (such requirements are of the essence of this Agreement)Bank. If, If for the purpose of obtaining judgment in any court, court it is necessary to convert a sum an amount due hereunder in a Currency of Payment US Dollars into another currency, the parties hereto agree payment obligation of Borrower shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the rate of exchange used shall be that at which in accordance with amount so paid on prompt conversion to US Dollars and transfer to New York, New York, under normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if does not yield the amount of US Dollars in New York, New York due hereunder. In the Currency event that any payment by Bxxxxxxx, whether pursuant to a judgment or otherwise, upon conversion and transfer does not result in payment of Payment so purchased is less than such amount of US Dollars in New York, New York, Bank shall have a separate cause of action against Borrower for the sum originally additional amount necessary to yield the amount due and owing to such Lender or Issuing Bank in the Currency of Payment, hereunder and Bxxxxxxx agrees as a separate obligation and notwithstanding the result of any such adjudicationpayment or judgment to indemnify Bank against such loss. [NO FURTHER TEXT, such Borrower shall immediately pay SIGNATURES FOLLOW ON NEXT PAGE] Guarantor acknowledges that it has read and understood all the shortfall (in provisions of this Guaranty, including the Currency waiver of Payment) to such Lender jury trial, and has been advised by counsel as necessary or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedappropriate.

Currency of Payment. Each payment owing by any Borrower hereunder shall be made in the relevant currency specified herein or, if not specified herein, specified in any other Loan Document executed by the Administrative Agent, the US Collateral Agent, the Canadian Collateral Agent or the European Collateral Agent (the “Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement). If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other currency at the Spot Selling Rate on the Business Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Lender or any Issuing Bank shall, notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that, on the Business Day following receipt by such Lender or Issuing Bank of any sum adjudged to be so due in such other currency, such Lender or Issuing Bank may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Lender or Issuing Bank in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually received.. 180

Currency of Payment. Each payment owing by All payments of principal of and interest on any Borrower Advance or any other Obligations hereunder shall be made by the Credit Party responsible therefor in the relevant currency specified herein or, if not specified herein, borrowed (the "Specified Currency") in the manner and to an account of the Agent at the address (the "Specified Place") specified in any other Loan Document executed Section 2.12.1. Payment of the Obligations shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the Administrative Agent, extent that the US Collateral Agent or amount so paid on conversion to the European Collateral Agent (Specified Currency and transfer to the “Specified Place under normal banking procedures does not yield the amount of the Specified Currency of Payment”) at the place specified herein (such requirements are of the essence of this Agreement)Specified Place due hereunder. If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in a the Specified Currency of Payment into another currencycurrency (the "Judgment Currency"), the parties hereto agree that the rate of exchange used which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such the Specified Currency with that amount of Payment with such other currency the Judgment Currency at the Spot Selling Rate 9:00 a.m. (Boston time) on the Business Day next preceding that on which final such judgment is givenrendered. The obligations obligation of the applicable Credit Party in respect of any such sum due hereunder from it to the Agent or any Lender or any Issuing Bank hereunder (an "Entitled Person") shall, notwithstanding any adjudication expressed the rate of exchange actually applied in a currency other than the Currency of Paymentrendering such judgment, be discharged only to the extent that, that on the Business Day following receipt by such Lender or Issuing Bank Entitled Person of any sum adjudged to be so due hereunder or under the Notes in such other currencythe Judgment Currency, such Lender or Issuing Bank may, Entitled Person may in accordance with normal banking procedures, procedures purchase and transfer to the Specified Place of the Specified Currency of Payment with such other currency. Each Borrower agrees that (a) if the amount of the Judgment Currency of Payment so purchased is less than adjudged to be due; and each Credit Party hereby, as a separate Obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, any difference between the sum originally due to such Lender or Issuing Bank Entitled Person in the Specified Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Borrower shall immediately pay the shortfall (in the Currency of Payment) to such Lender or Issuing Bank and (b) if the amount of the Specified Currency of Payment so purchased exceeds the sum originally due to such Lender or Issuing Bank, such Lender or Issuing Bank shall promptly pay the excess over to such Borrower in the currency and to the extent actually receivedtransferred.