Common use of Judgement Currency Clause in Contracts

Judgement Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Promissory Notes in any currency (the "ORIGINAL CURRENCY") into another currency (the "OTHER CURRENCY") the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency with the Other Currency at the Administrative Agent's main office in New York, New York on the Business Day immediately preceding that on which final judgment is given. The obligation of any Borrower in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Agent or Administrative Agent hereunder or under any other Loan Document shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if the amount of the Original Currency so purchased is less than the sum originally due to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) in the Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due in the Original Currency to any Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) agrees to remit to the applicable Borrower such excess.

Judgement Currency. If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Lien Grantor hereunder or under any of the Promissory Notes Secured Agreements in any the currency expressed to be payable herein or therein (the "ORIGINAL SPECIFIED CURRENCY") into another currency (the "OTHER CURRENCY") currency, the parties hereto agree, to the fullest extent that they may effectively and legally do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Collateral Agent could purchase the Original Specified Currency with the Other Currency such other currency at the Administrative Collateral Agent's main office in New York, New York office on the Domestic Business Day immediately Day, as hereinafter defined, preceding that on which final judgment is given. The obligation obligations of any Borrower each Lien Grantor in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, Bank or the Collateral Agent or Administrative Agent hereunder or under any other Loan Document of the Secured Agreements shall, notwithstanding any judgment in any Other a currency other than the Specified Currency, be discharged only to the extent that on the Domestic Business Day following receipt by such Lender, Issuing Bank, Collateral Agent Bank or the Administrative Collateral Agent (as the case may be) of any sum adjudged to be so due in such Other Currency other currency such Lender, Issuing Bank, Bank or the Collateral Agent or Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Original such Specified Currency with such Other Currencyother currency; if the amount of the Original Specified Currency so purchased is less than the sum originally due to such LenderBank or the Collateral Agent, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) , in the Original Specified Currency, each Lien Grantor agrees, to the applicable Borrower agreesfullest extent that it may effectively and legally do so, as a separate obligation and notwithstanding any such judgment, to indemnify such LenderBank or the Collateral Agent, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) , against such loss, loss and if the amount of the Original Specified Currency so purchased by the Collateral Agent exceeds the sum originally due in to the Original Currency to any LenderCollateral Agent, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, the Collateral Agent or Administrative Agent (as the case may be) agrees to shall remit such excess to the applicable Borrower such excessLien Grantor. For the purposes of this section, "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday, or other day on which commercial banks in New York City are required or authorized by law to close.

Judgement Currency. If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Lien Grantor hereunder or under any of the Promissory Notes Secured Agreements in any the currency expressed to be payable herein or therein (the "ORIGINAL SPECIFIED CURRENCY") into another currency (the "OTHER CURRENCY") currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Collateral Agent could purchase the Original Specified Currency with the Other Currency such other currency at the Administrative Collateral Agent's main office in New York, New York office on the Domestic Business Day immediately Day, as hereinafter defined, preceding that on which final judgment is given. The obligation obligations of any Borrower each Lien Grantor in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, Bank or the Collateral Agent or Administrative Agent hereunder or under any other Loan Document of the Secured Agreements shall, notwithstanding any judgment in any Other a currency other than the Specified Currency, be discharged only to the extent that on the Domestic Business Day following receipt by such Lender, Issuing Bank, Collateral Agent Bank or the Administrative Collateral Agent (as the case may be) of any sum adjudged to be so due in such Other Currency other currency such Lender, Issuing Bank, Bank or the Collateral Agent or Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Original such Specified Currency with such Other Currencyother currency; if the amount of the Original Specified Currency so purchased is less than the sum originally due to such LenderBank or the Collateral Agent, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) , in the Original Specified Currency, each Lien Grantor agrees, to the applicable Borrower agreesfullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such LenderBank or the Collateral Agent, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) , against such loss, loss and if the amount of the Original Specified Currency so purchased by the Collateral Agent exceeds the sum originally due in to the Original Currency to any LenderCollateral Agent, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, the Collateral Agent or Administrative Agent (as the case may be) agrees to shall remit such excess to the applicable Borrower such excess.Lien Grantor. For the purposes of this section, "DOMESTIC BUSINESS

Judgement Currency. If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due from any Lien Grantor hereunder or under any of the Promissory Notes Secured Agreements in any the currency expressed to be payable herein or therein (the "ORIGINAL SPECIFIED CURRENCY") into another currency (the "OTHER CURRENCY") currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Collateral Agent could purchase the Original Specified Currency with the Other Currency such other currency at the Administrative Collateral Agent's main office in New York, New York office on the Domestic Business Day immediately Day, as hereinafter defined, preceding that on which final judgment is given. The obligation obligations of any Borrower each Lien Grantor in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, Bank or the Collateral Agent or Administrative Agent hereunder or under any other Loan Document of the Secured Agreements shall, notwithstanding any judgment in any Other a currency other than the Specified Currency, be discharged only to the extent that on the Domestic Business Day following receipt by such Lender, Issuing Bank, Collateral Agent Bank or the Administrative Collateral Agent (as the case may be) of any sum adjudged to be so due in such Other Currency other currency such Lender, Issuing Bank, Bank or the Collateral Agent or Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Original such Specified Currency with such Other Currencyother currency; if the amount of the Original Specified Currency so purchased is less than the sum originally due to such LenderBank or the Collateral Agent, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) , in the Original Specified Currency, each Lien Grantor agrees, to the applicable Borrower agreesfullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such LenderBank or the Collateral Agent, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) , against such loss, loss and if the amount of the Original Specified Currency so purchased by the Collateral Agent exceeds the sum originally due in to the Original Currency to any LenderCollateral Agent, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, the Collateral Agent or Administrative Agent (as the case may be) agrees to shall remit such excess to the applicable Borrower such excessLien Grantor. For the purposes of this section, "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday, or other day on which commercial banks in New York City are required or authorized by law to close.

Judgement Currency. (a) If for the purposes of obtaining judgment in any court it is necessary to convert all or any part of the Guaranteed Obligations or any other amount due to the Lender Group in respect of a sum due hereunder or Guarantor’s obligation under the Promissory Notes this Guarantee in any currency (the "ORIGINAL CURRENCY"“Original Currency”) into another currency (the "OTHER CURRENCY") the parties hereto agree“Other Currency”), each Guarantor, to the fullest extent that they it may effectively do so, agrees that the rate of exchange used shall be that at which which, in accordance with its normal banking procedures procedures, the Administrative Agent or applicable Lender, as the case may be, could purchase the Original Currency with the Other Currency at the Administrative Agent's main office in New York, New York on the Business Day immediately preceding that on which final judgment is given. paid or satisfied. (b) The obligation obligations of any Borrower Guarantor in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Agent or Administrative Agent hereunder or under any other Loan Document Lender Group shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender, Issuing Bank, Collateral Agent Lender or the Administrative Agent (Agent, as the case may be) , of any sum adjudged to be so due in such Other Currency such LenderLender or the Agent, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) may , may, in accordance with its normal banking procedures procedures, purchase the Original Currency with such Other Currency; if . If the amount of the Original Currency so purchased is less than the sum originally due to such Lenderthe Lender or the Agent, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) , in the Original Currency, the applicable Borrower each Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lenderthe Lender or the Agent, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) , against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due in to the Original Currency to any LenderLender or the Agent, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lenderin the Original Currency, Issuing Lenderthe Lender or the Agent, Collateral Agent or Administrative Agent (as the case may be) , agrees to remit such excess to the applicable Borrower such excessGuarantor.

Judgement Currency. The credit provided in the Second Amended and Restated Credit Agreement is an international loan transaction in which the specification of Canadian Dollars or U.S. Dollars is of the essence, and the stipulated currency shall in each instance be the currency of account and payment in all instances. A payment obligation in one currency hereunder (the "ORIGINAL CURRENCY") shall not be discharged by an amount paid in another Currency (the "OTHER CURRENCY"), whether pursuant to any judgment expressed in or converted into any Other Currency or in another place except to the extent that such tender or recovery results in the effective receipt by Administrative Agent or a Lender of the full amount of the Original Currency payable under this Guarantee. If for the purposes purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder or under in the Promissory Notes in any currency (Original Currency into the "ORIGINAL CURRENCY") into another currency (the "OTHER CURRENCY") the parties hereto agreeOther Currency, to the fullest extent that they may effectively do so, that the rate of exchange used that shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency at the Principal Office with the Other Currency at the Administrative Agent's main office in New York, New York on the Business Day immediately next preceding that the day on which final such judgment is givenrendered or otherwise in accordance with applicable law. The obligation of any Borrower Guarantor in respect of any such sum due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Administrative Agent or Administrative Agent any Lenders under the Second Amended and Restated Credit GUARANTEE Agreement, hereunder or under any other Loan Document (in this Section 6.14 called an "ENTITLED PERSON") shall, notwithstanding any judgment the rate of exchange actually applied in any Other Currencyrendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) Entitled Person of any sum adjudged to be so due hereunder in such the Other Currency such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) Entitled Person may in accordance with normal banking procedures purchase and transfer the Original Currency to Toronto with such Other Currency; if the amount of the Original Currency judgment currency so purchased is less than the sum originally due adjudged to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) in the Original Currency, the applicable Borrower agreesbe due; and Guarantor hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) against such lossEntitled Person against, and to pay such Entitled Person on demand, in the Original Currency, the amount (if any) by which the sum originally due to such Entitled Person the Original Currency hereunder exceeds the amount of the Original Other Currency so purchased exceeds the sum originally due in the Original Currency to any Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) agrees to remit to the applicable Borrower such excessand transferred.

Judgement Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Promissory Notes in any currency (the "ORIGINAL CURRENCY") into another currency (the "OTHER CURRENCY") the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency with the Other Currency at the Administrative Agent's main office in New York, New York on the Business Day immediately preceding that on which final judgment is given. The obligation of any Borrower the Company in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Agent or Administrative Agent hereunder or under any other Loan Document Underwriter shall, notwithstanding any judgment in any Other Currencya currency other than United States dollars, not be discharged only to until the extent that on the Business Day first business day, following receipt by such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) Underwriter of any sum adjudged to be so due in such Other Currency other currency, on which (and only to the extent that) such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) Underwriter may in accordance with normal banking procedures purchase the Original Currency United States dollars with such Other Currencyother currency; if the amount of the Original Currency United States dollars so purchased is are less than the sum originally due to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) in the Original CurrencyUnderwriter thereunder, the applicable Borrower Company agrees, as a separate and independent obligation and notwithstanding any such judgment, to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) Underwriter against such loss, and if . If the amount of the Original Currency United States dollars so purchased exceeds are greater than the sum originally due in to such Underwriter thereunder, such Underwriter agrees to pay promptly to the Original Currency Company an amount equal to any Lenderthe excess of the dollars so purchased over the sum originally due to such Underwriter thereunder. SCHEDULE A Subsidiaries PCS Phosphate Company, Issuing LenderInc. (Delaware) PCS Nitrogen, Collateral Agent or Administrative Agent Inc. (as the case may beDelaware) PCS Sales (USA), such LenderInc. (Delaware) PCS Nitrogen Fertilizer, Issuing LenderL.P. (Delaware) ANNEX I DELAYED DELIVERY CONTRACT ------------------------- _____________ , Collateral Agent or Administrative Agent (as the case may be) 2001 POTASH CORPORATION OF SASKATCHEWAN INC. Ladies and Gentlemen: The undersigned hereby agrees to remit purchase from Potash Corporation of Saskatchewan Inc., a company incorporated under the laws of the Province of Saskatchewan, Canada (the "Company"), and the Company agrees to sell to the applicable Borrower such excess.undersigned, as of the date hereof, for delivery on ______, 2001 (the "Delivery Date"),

Judgement Currency. If The obligations of Borrower hereunder and under the other Loan ‎Documents to make payments in Dollars (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 Bank of the full amount of the Obligation ‎Currency expressed to be payable to Bank under this Agreement ‎or the other Loan Documents. If, for the purposes purpose of obtaining or enforcing judgment ‎against any Borrower or Guarantor in any court or in any jurisdiction, it is becomes necessary to convert a sum due hereunder ‎convert into or under the Promissory Notes in from any currency other than the Obligation Currency (such other ‎currency being hereinafter referred to as the "ORIGINAL CURRENCY"“Judgment Currency”) into another currency an amount due in ‎the Obligation Currency, the conversion shall be the Dollar Equivalent amount, in each case, as of the date immediately preceding ‎the day on which the judgment is given (such Business Day being hereinafter referred ‎to as the "OTHER CURRENCY") the parties hereto agree, to the fullest extent that they may effectively do so, that “Judgment Currency Conversion Date”).‎ If there is a change in the rate of exchange used prevailing between the Judgment Currency ‎Conversion Date and the date of actual payment of the amount due, each 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 Dollar Equivalent amount 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 Dollar Equivalent Amount on the Judgment ‎Currency Conversion Date. Any amount due from a Borrower or Guarantor under this Section 12.16 shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency with the Other Currency at the Administrative Agent's main office in New York, New York on the Business Day immediately preceding that on which final due as a separate debt and shall not be affected by judgment is given. The obligation of being ‎obtained for any Borrower other amounts due under this Agreement or in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Agent or Administrative Agent hereunder or under any other Loan Document shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if the amount of the Original Currency so purchased is less than Loan Documents.‎ For purposes of determining the sum originally due to Dollar Equivalent amount, such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as amount shall include any ‎premium and costs payable in connection with the case may be) in the Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) against such loss, and if the amount purchase of the Original Currency so purchased exceeds the sum originally due in the Original Currency to any Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) agrees to remit to the applicable Borrower such excessObligation ‎Currency.

Judgement Currency. If If, for the purposes purpose of obtaining judgment in any court or obtaining an order enforcing a judgment, it is becomes necessary to convert a sum any amount due hereunder under this Credit Agreement in Dollars or under the Promissory Notes in any other currency (hereinafter in this Section 12.5 called the "ORIGINAL FIRST CURRENCY") into another any other currency (hereinafter in this Section 12.5 called the "OTHER SECOND CURRENCY") ), then the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used conversion shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency with the Other Currency made at the Administrative Agent's main office in New York, New York spot rate of exchange for buying the first currency with the second currency prevailing at the Administrative Agent's close of business on the Business Day immediately next preceding that the day on which final the judgment is given. The obligation of any Borrower in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Agent given or Administrative Agent hereunder or under any other Loan Document shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) the order is made. Any payment made to the Administrative Agent or any Lender pursuant to this Credit Agreement in the second currency shall constitute a discharge of the obligations of the Borrowers to pay to the Administrative Agent and the Lenders any amount originally due to the Administrative Agent and the Lenders in the first currency under this Credit Agreement only to the extent of the amount of the first currency which the Administrative Agent and each of the Lenders is able, on the date of the receipt by it of such payment in any second currency, to purchase, in accordance with the Administrative Agent's and such Lender's normal banking procedures, with the amount of such second currency so received. If the amount of the first currency falls short of the amount originally due to the Administrative Agent and the Lenders in the first currency under this Credit Agreement, each of the Borrowers, with respect to itself and its Subsidiaries, agrees that it will indemnify the Administrative Agent and each of the Lenders against and save the Administrative Agent and each of the Lenders harmless from any shortfall so arising. This indemnity shall constitute an obligation of each such Borrower separate and independent from the other obligations contained in this Credit Agreement, shall give rise to a separate and independent cause of action and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum adjudged or sums in respect of amounts due to the Administrative Agent or any Lender under this Credit Agreement or under any such judgment or order. Any such shortfall shall be so due in such Other Currency deemed to constitute a loss suffered by the Administrative Agent and each such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) may , and the Borrowers shall not be entitled to require any proof or evidence of any actual loss. The covenant contained in accordance with normal banking procedures purchase this Section 12.5 shall survive the Original Currency with such Other Currency; if the amount payment in full of all of the Original Currency so purchased is less than the sum originally due to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) in the Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) against such loss, and if the amount other obligations of the Original Currency so purchased exceeds the sum originally due in the Original Currency to any Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) agrees to remit to the applicable Borrower such excessunder this Credit Agreement.

Judgement Currency. If (a) The obligations of the Company or any Additional Borrower under the Loan Documents to make payments in Dollars or an Alternative Currency, 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 or a Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or Lender under the Loan Documents. If, for the purposes purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it is becomes necessary to convert a sum due hereunder into or under the Promissory Notes in from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the "ORIGINAL CURRENCY"“Judgment Currency”) into another currency an amount due in the Obligation Currency, the conversion shall be made, at the Dollar Equivalent of such amount, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the "OTHER CURRENCY"“Judgment Currency Conversion Date”). (b) the parties hereto agree, to the fullest extent that they may effectively do so, that If there is a change in the rate of exchange used prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrowers covenant and agree 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. The Company shall be that at which in accordance with normal banking procedures indemnify and save the Administrative Agent could purchase and the Original Currency with Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the Other Currency at other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent's main office Agent from time to time and shall continue in New York, New York on the Business Day immediately preceding that on which final full force and effect notwithstanding any judgment is given. The obligation of any Borrower or order for a liquidated sum in respect of any sum an amount due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Agent under this Agreement or Administrative Agent hereunder or under any other Loan Document shall, notwithstanding or under any judgment or order. For purposes of determining the Dollar Equivalent, such amounts shall include any premium and costs payable in any Other Currency, be discharged only to connection with the extent that on the Business Day following receipt by such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if the amount of the Original Currency so purchased is less than the sum originally due to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) in the Original Obligation Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due in the Original Currency to any Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) agrees to remit to the applicable Borrower such excess.

Judgement Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Promissory Notes in any currency (the "ORIGINAL CURRENCY") into another currency (the "OTHER CURRENCY") the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency with the Other Currency at the Administrative Agent's main office in New York, New York Barclays on the Business Day immediately preceding that on which final judgment is given. The obligation of any the Borrower in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Agent or Administrative Agent hereunder or under any other Loan Document shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if the amount of the Original Currency so purchased is less than the sum originally due to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) in the Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due in the Original Currency to any Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) agrees to remit to the applicable Borrower such excess.

Judgement Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due (a) Each Borrower's and Guarantor's obligation hereunder or and under the Promissory Notes other Loan Documents to make payments in Dollars or any other currency (the "ORIGINAL OBLIGATION CURRENCY") shall not be discharged or satisfied by any tender or recovery pursuant to any judgment 141 expressed in or converted into another 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 LC Issuer or the respective Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the LC Issuer or such Lender under this Agreement or the other Loan Documents. If for the purpose of obtaining or enforcing judgment against any Borrower or Guarantor 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 "OTHER JUDGMENT CURRENCY") an amount due in the parties hereto agreeObligation Currency, to the fullest extent that they may effectively do soconversion shall be made, that at the rate of exchange used shall be that at which in accordance with normal banking procedures (as quoted by the Administrative Agent could purchase or if the Original Currency with the Other Currency at Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent's main office ) determined, in New Yorkeach case, New York as of the day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the "JUDGMENT CURRENCY CONVERSION DATE"). (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, each Borrower and Guarantor covenants and agrees, jointly and severally, 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 Business Day immediately preceding that on which final judgment is given. The obligation date of any Borrower in respect of any sum due in the Original Currency from it to any Lenderpayment, any Issuing Bank, the Collateral Agent or Administrative Agent hereunder or under any other Loan Document shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if will produce the amount of the Original Obligation Currency so which could have been purchased is less than the sum originally due to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) in the Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) against such loss, and if with the amount of the Original Judgment Currency so purchased exceeds the sum originally due stipulated in the Original judgment or judicial award at the rate or exchange prevailing on the Judgment Currency to Conversion Date. (c) For purposes of determining any Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be)rate of exchange for this Section 10.17, such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as amounts shall include any premium and costs payable in connection with the case may be) agrees to remit to purchase of the applicable Borrower such excessObligation Currency.

Judgement Currency. If If, for the purposes of obtaining judgment in any court court, it is necessary to convert a sum due hereunder or under the Promissory Notes in any currency (the "ORIGINAL CURRENCY") dollars into another currency (the "OTHER CURRENCY") the parties hereto agree“Other Currency”), to the fullest extent that they may effectively do sopermitted by applicable law, that the rate of exchange used shall be that at which the Administrative Agent could, in accordance with normal banking procedures the Administrative Agent could procedures, purchase the Original Currency dollars with the Other Currency at the Administrative Agent's main office in New York, New York on the Business Day immediately preceding that on which final judgment is given. The obligation of any Borrower each Loan Party in respect of any such sum due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Agent or Administrative Agent Secured Parties hereunder or under any other Loan Document shall, notwithstanding any judgment in any such Other Currency, be discharged only to the extent that that, on the Business Day immediately following receipt by such Lender, Issuing Bank, Collateral Agent or the date on which the Administrative Agent (as the case may be) of receives any sum adjudged to be so due in such the Other Currency such LenderCurrency, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) may may, in accordance with normal banking procedures procedures, purchase dollars with the Original Currency with such Other Currency; if . If the amount of the Original Currency dollars so purchased is are less than the sum originally due to such Lenderthe Secured Parties in dollars, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) in the Original Currency, the applicable Borrower each Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) Secured Parties against such loss, and if the amount of the Original Currency dollars so purchased exceeds exceed the sum originally due to the Secured Parties in dollars, the Original Currency to any Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) agrees Secured Parties agree to remit to the applicable Borrower Loan Parties such excess. Form of Assignment and Assumption This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 1. Assignor[s]: 2. Assignee[s]: [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]] 3. Borrower[s]: [OPENLANE, Inc.][ADESA Auctions Canada Corporation] 4. Administrative Agent: JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement 5. Credit Agreement: Credit Agreement, dated as of June 23, 2023 (as amended by that certain First Amendment Agreement, dated as of January 19, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among OPENLANE, Inc., a Delaware corporation (the “Borrower”), ADESA Auctions Canada Corporation, a Nova Scotia unlimited company (the “Canadian Borrower”), the several banks and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 6. Assigned Interest[s]: $ $ % $ $ % $ $ % 7. Trade Date: ______________] Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNOR] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [NAME OF ASSIGNEE] By: Name: Title: [Consented to and]1 Accepted: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: [Consented to: OPENLANE, INC. By: Name: Title: ADESA AUCTIONS CANADA CORPORATION By: Name: Title: ]2 [Consented to: [__], as Issuing Lender By: Name: Title:]3 1 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Judgement Currency. If The obligations of Borrower hereunder and under the other Loan ‎Documents to make payments in Dollars (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 Lender of the full amount of the Obligation ‎Currency expressed to be payable to Lender under this Agreement ‎or the other Loan Documents. If, for the purposes purpose of obtaining or enforcing judgment ‎against any Borrower or Guarantor in any court or in any jurisdiction, it is becomes necessary to convert a sum due hereunder ‎convert into or under the Promissory Notes in from any currency other than the Obligation Currency (such other ‎currency being hereinafter referred to as the "ORIGINAL CURRENCY"“Judgment Currency”) into another currency an amount due in ‎the Obligation Currency, the conversion shall be the Dollar Equivalent amount, in each case, as of the date immediately preceding ‎the day on which the judgment is given (such Business Day being hereinafter referred ‎to as the "OTHER CURRENCY") the parties hereto agree, to the fullest extent that they may effectively do so, that “Judgment Currency Conversion Date”).‎ If there is a change in the rate of exchange used prevailing between the Judgment Currency ‎Conversion Date and the date of actual payment of the amount due, each 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 Dollar Equivalent amount 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 Dollar Equivalent Amount on the Judgment ‎Currency Conversion Date. Any amount due from a Borrower or Guarantor under this Section 12.16 shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency with the Other Currency at the Administrative Agent's main office in New York, New York on the Business Day immediately preceding that on which final due as a separate debt and shall not be affected by judgment is given. The obligation of being ‎obtained for any Borrower other amounts due under this Agreement or in respect of any sum due in the Original Currency from it to any Lender, any Issuing Bank, the Collateral Agent or Administrative Agent hereunder or under any other Loan Document shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if the amount of the Original Currency so purchased is less than Loan Documents.‎ For purposes of determining the sum originally due to Dollar Equivalent amount, such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as amount shall include any ‎premium and costs payable in connection with the case may be) in the Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) against such loss, and if the amount purchase of the Original Currency so purchased exceeds the sum originally due in the Original Currency to any Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be), such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) agrees to remit to the applicable Borrower such excessObligation ‎Currency.

Judgement Currency. If If, for the purposes of obtaining judgment in any court court, it is necessary to convert a sum due hereunder or under any other Settlement Document in the Promissory Notes currency denominated in any currency accordance with the applicable provisions of this Agreement (the "ORIGINAL CURRENCY"“Agreement Currency”) into another currency (the "OTHER CURRENCY") currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent Opioid Trust could purchase the Original Agreement Currency with the Other Currency at the Administrative Agent's main office in New York, New York such other currency on the Business Day immediately preceding that on which final final, non-appealable judgment is given. The obligation obligations of any Borrower each Settlement Party in respect of any such sum due in the Original Currency from it to the Opioid Trust (or any Lenderof its successors or assigns, any Issuing Bank, the Collateral Agent in part or Administrative Agent in whole) hereunder or under any the other Loan Document Settlement Documents shall, notwithstanding any judgment in any Other a currency (the “Judgment Currency”) other than the Agreement Currency, be discharged only to the extent that on the Business Day following receipt by such Lenderthe Opioid Trust (or any of its successors or assigns, Issuing Bankin part or in whole, Collateral Agent or the Administrative Agent (as the case may beapplicable) of any sum adjudged to be so due in such Other Currency such Lenderthe Judgment Currency, Issuing Bankthe Opioid Trust (or any of its successors or assigns, Collateral Agent in part or Administrative Agent (in whole, as the case may beapplicable) may in accordance with normal banking procedures purchase the Original Agreement Currency with such Other the Judgment Currency; if . If the amount of the Original Agreement Currency so purchased is less than the sum originally due to such Lenderthe Opioid Trust (or any of its successors or assigns, Issuing Bankin part or in whole, Collateral Agent or Administrative Agent (as the case may be) applicable), in the Original Agreement Currency, the applicable Borrower agreesSettlement Parties agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Opioid Trust (or any of its successors or assigns, in part or in whole, as applicable), or such Lenderother person to whom such obligation was owing, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be) , against such loss, and if . If the amount of the Original Agreement Currency so purchased exceeds is greater than the sum originally due to the Opioid Trust (or any of its successors or assigns, in part or in whole, as applicable) in the Original Currency to any LenderAgreement Currency, Issuing Lenderthe Opioid Trust (or its applicable successors or assigns, Collateral Agent in part or Administrative Agent (as the case may be), such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may bein whole) agrees to remit return the amount of any excess to the applicable Borrower such excessrespective Settlement Party.