Administrative Agent as provided above and notice of such recalculation is
received by Borrower, it being understood that until such notice of such
recalculation is received, the Dollar Equivalent shall be that Dollar Equivalent
as last reported to Borrower by the Administrative Agent.
The Administrative
Agent shall promptly notify Borrower and the Lenders of each such determination
of the Dollar Equivalent.
SECTION 10.18
Judgment Currency.
(A)
BORROWER'S OBLIGATION HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS
TO MAKE PAYMENTS IN THE APPLICABLE APPROVED CURRENCY (PURSUANT TO SUCH
OBLIGATION, 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
OR THE RESPECTIVE LENDER OF THE FULL AMOUNT OF THE OBLIGATION CURRENCY EXPRESSED
TO BE PAYABLE TO THE ADMINISTRATIVE AGENT OR SUCH LENDER UNDER THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS.
IF, FOR THE PURPOSE OF OBTAINING OR ENFORCING
JUDGMENT AGAINST BORROWER IN ANY COURT OR IN ANY JURISDICTION, IT BECOMES
NECESSARY TO CONVERT INTO OR FROM ANY CURRENCY OTHER THAN THE OBLIGATION
CURRENCY (SUCH OTHER CURRENCY BEING HEREINAFTER REFERRED TO AS THE "JUDGMENT
CURRENCY") AN AMOUNT DUE IN THE OBLIGATION CURRENCY, THE CONVERSION SHALL BE
MADE AT THE RELEVANT CURRENCY EQUIVALENT, AND IN THE CASE OF OTHER CURRENCIES,
THE RATE OF EXCHANGE (AS QUOTED BY THE ADMINISTRATIVE AGENT OR IF THE
ADMINISTRATIVE AGENT DOES NOT QUOTE A RATE OF EXCHANGE ON SUCH CURRENCY, BY A
KNOWN DEALER IN SUCH CURRENCY DESIGNATED BY THE ADMINISTRATIVE AGENT)
DETERMINED, IN EACH CASE, AS OF THE BUSINESS DAY IMMEDIATELY PRECEDING THE DAY
ON WHICH THE JUDGMENT IS GIVEN (SUCH BUSINESS DAY BEING HEREINAFTER REFERRED TO
AS THE "JUDGMENT CURRENCY CONVERSION DATE").
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(B)
IF THERE IS A CHANGE IN THE RATE OF EXCHANGE PREVAILING BETWEEN
THE JUDGMENT CURRENCY CONVERSION DATE AND THE DATE OF ACTUAL PAYMENT OF THE
AMOUNT DUE, BORROWER COVENANTS AND AGREES TO PAY, OR CAUSE TO BE PAID, SUCH
ADDITIONAL AMOUNTS, IF ANY (BUT IN ANY EVENT NOT A LESSER AMOUNT) AS MAY BE
NECESSARY TO ENSURE THAT THE AMOUNT PAID IN THE JUDGMENT CURRENCY, WHEN
CONVERTED AT THE RATE OF EXCHANGE PREVAILING ON THE DATE OF PAYMENT, WILL
PRODUCE THE AMOUNT OF THE OBLIGATION CURRENCY WHICH COULD HAVE BEEN PURCHASED
WITH THE AMOUNT OF JUDGMENT CURRENCY STIPULATED IN THE JUDGMENT OR JUDICIAL
AWARD AT THE RATE OF EXCHANGE PREVAILING ON THE JUDGMENT CURRENCY CONVERSION
DATE.
(C)
FOR PURPOSES OF DETERMINING THE RELEVANT CURRENCY EQUIVALENT OR
ANY OTHER RATE OF EXCHANGE FOR THIS SECTION 10.18, SUCH AMOUNTS SHALL INCLUDE
ANY PREMIUM AND COSTS PAYABLE IN CONNECTION WITH THE PURCHASE OF THE OBLIGATION
CURRENCY.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
ON ASSIGNMENT, INC.
By:
/s/ Peter T. Dameris