Common use of Judgement Currency Clause in Contracts

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

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

Judgement Currency. If for the 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 Secured Agreements in the currency expressed to be payable herein or therein (the "SPECIFIED CURRENCY") into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Collateral Agent could purchase the Specified Currency with such other currency at the Collateral Agent's New York office on the Domestic Business Day, as hereinafter defined, preceding that on which final judgment is given. The obligations of each Lien Grantor in respect of any sum due to any Bank or the Collateral Agent hereunder or under any of the Secured Agreements shall, notwithstanding any judgment in a currency other than the Specified Currency, be discharged only to the extent that on the Domestic Business Day following receipt by such Bank or the Collateral Agent (as the case may be) of any sum adjudged to be so due in such other currency such Bank or the Collateral Agent (as the case may be) may in accordance with normal banking procedures purchase such Specified Currency with such other currency; if the amount of Specified Currency so purchased is less than the sum originally due to such Bank or the Collateral Agent, as the case may be, in the Specified Currency, each Lien Grantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Collateral Agent, as the case may be, against such loss and if the amount of Specified Currency so purchased by the Collateral Agent exceeds the sum due to the Collateral Agent, as the case may be, the Collateral Agent shall remit such excess to the Lien Grantor. For the purposes of this section, "DOMESTIC BUSINESSBUSINESS 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 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 Secured Agreements in the currency expressed to be payable herein or therein (the "SPECIFIED CURRENCY") into another 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 Collateral Agent could purchase the Specified Currency with such other currency at the Collateral Agent's New York office on the Domestic Business Day, as hereinafter defined, preceding that on which final judgment is given. The obligations of each Lien Grantor in respect of any sum due to any Bank or the Collateral Agent hereunder or under any of the Secured Agreements shall, notwithstanding any judgment in a currency other than the Specified Currency, be discharged only to the extent that on the Domestic Business Day following receipt by such Bank or the Collateral Agent (as the case may be) of any sum adjudged to be so due in such other currency such Bank or the Collateral Agent (as the case may be) may in accordance with normal banking procedures purchase such Specified Currency with such other currency; if the amount of Specified Currency so purchased is less than the sum originally due to such Bank or the Collateral Agent, as the case may be, in the Specified Currency, each Lien Grantor agrees, to the fullest extent that it may effectively and legally do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Collateral Agent, as the case may be, against such loss and if the amount of Specified Currency so purchased by the Collateral Agent exceeds the sum due to the Collateral Agent, as the case may be, the Collateral Agent shall remit such excess to the Lien Grantor. For the purposes of this section, "DOMESTIC BUSINESSBUSINESS 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. This is an international loan transaction in which the specification of U.S. Dollars and payment in New York City is of the essence, and the obligations of the Borrower under this Agreement to make payment to (or for the account of) a Lender in U.S. Dollars shall not be discharged or satisfied by any tender or recovery 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 such Lender in New York City of the full amount of U.S. Dollars payable to such Lender under this Agreement. If for the 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 Secured Agreements in the U.S. Dollars into another currency expressed to be payable herein or therein (in this Section called the "SPECIFIED CURRENCYjudgment currency") into another currency), the parties hereto agree, 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 Collateral Administrative Agent could purchase the Specified Currency with such other currency U.S. Dollars at the Collateral Agent's principal office of the Administrative Agent in New York office City with the judgment currency on the Domestic Business Day, as hereinafter defined, Day Credit Agreement 110 - 105 - next preceding that the day on which final such judgment is givenrendered. The obligations obligation of each Lien Grantor the Borrower in respect of any such sum due from it to the Administrative Agent or any Bank or the Collateral Agent Lender hereunder or under any of the Secured Agreements other Loan Document (in this Section called an "Entitled Person") shall, notwithstanding any judgment the rate of exchange actually applied in a currency other than the Specified Currencyrendering such judgment, be discharged only to the extent that on the Domestic Business Day following receipt by such Bank or the Collateral Agent (as the case may be) Entitled Person of any sum adjudged to be so due hereunder in such other the judgment currency such Bank or the Collateral Agent (as the case may be) Entitled Person may in accordance with normal banking procedures purchase such Specified Currency and transfer U.S. Dollars to New York City with such other currency; if the amount of Specified Currency the judgment currency so purchased is less than adjudged to be due; and the sum originally due to such Bank or the Collateral Agent, as the case may be, in the Specified Currency, each Lien Grantor agrees, to the fullest extent that it may effectively do soBorrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Bank or Entitled Person against, and to pay such Entitled Person on demand, in U.S. Dollars, the Collateral Agent, as amount (if any) by which the case may be, against sum originally due to such loss and if Entitled Person in U.S. Dollars hereunder exceeds the amount of Specified Currency the U.S. Dollars so purchased by the Collateral Agent exceeds the sum due to the Collateral Agent, as the case may be, the Collateral Agent shall remit such excess to the Lien Grantor. For the purposes of this section, "DOMESTIC BUSINESSand transferred.

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 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 Secured Agreements in the currency expressed to be payable herein or therein (Original Currency into the "SPECIFIED CURRENCY") into another currencyOther Currency, the parties hereto agree, 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 Collateral Administrative Agent could purchase the Specified Original Currency with such other currency at the Collateral Agent's New York office Principal Office with the Other Currency on the Domestic Business Day, as hereinafter defined, Day next preceding that the day on which final such judgment is givenrendered or otherwise in accordance with applicable law. The obligations obligation of each Lien Grantor Guarantor in respect of any such sum due from it to the Administrative Agent or any Bank or Lenders under the Collateral Agent Second Amended and Restated Credit GUARANTEE Agreement, hereunder or under any of the Secured Agreements (in this Section 6.14 called an "ENTITLED PERSON") shall, notwithstanding any judgment the rate of exchange actually applied in a currency other than the Specified Currencyrendering such judgment, be discharged only to the extent that on the Domestic Business Day following receipt by such Bank or the Collateral Agent (as the case may be) Entitled Person of any sum adjudged to be so due hereunder in the Other Currency such other currency such Bank or the Collateral Agent (as the case may be) Entitled Person may in accordance with normal banking procedures purchase such Specified and transfer the Original Currency to Toronto with such other currency; if the amount of Specified Currency the judgment currency so purchased is less than the sum originally due adjudged to such Bank or the Collateral Agent, as the case may be, in the Specified Currency, each Lien Grantor agrees, to the fullest extent that it may effectively do sobe due; and Guarantor hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Bank or Entitled Person against, and to pay such Entitled Person on demand, in the Collateral AgentOriginal Currency, as the case may be, against amount (if any) by which the sum originally due to such loss and if Entitled Person the Original Currency hereunder exceeds the amount of Specified the Other Currency so purchased by the Collateral Agent exceeds the sum due to the Collateral Agent, as the case may be, the Collateral Agent shall remit such excess to the Lien Grantor. For the purposes of this section, "DOMESTIC BUSINESSand transferred.

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

Judgement Currency. If If, for the purpose purposes of obtaining judgment in any court court, it is necessary to convert a sum due from any Lien Grantor hereunder or under any of the Secured Agreements in the dollars into another currency expressed to be payable herein or therein (the "SPECIFIED CURRENCY") into another 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 procedures, purchase dollars with the Collateral Agent could purchase the Specified Other Currency with such other currency at the Collateral Agent's New York office on the Domestic Business Day, as hereinafter defined, Day preceding that on which final judgment is given. The obligations obligation of each Lien Grantor Loan Party in respect of any such sum due from it to any Bank or the Collateral Agent hereunder or under any of the Secured Agreements Parties hereunder shall, notwithstanding any judgment in a currency other than the Specified such Other Currency, be discharged only to the extent that that, on the Domestic Business Day immediately following receipt by such Bank or the Collateral date on which the Administrative Agent (as the case may be) of receives any sum adjudged to be so due in such other currency such Bank or the Collateral Other Currency, the Administrative Agent (as the case may be) may may, in accordance with normal banking procedures procedures, purchase such Specified Currency dollars with such other currency; if the amount of Specified Currency Other Currency. If the dollars so purchased is are less than the sum originally due to such Bank or the Collateral Agent, as the case may be, Secured Parties in the Specified Currencydollars, each Lien Grantor Loan Party agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Bank or the Collateral Agent, as the case may be, Secured Parties against such loss loss, and if the amount of Specified Currency dollars so purchased by the Collateral Agent exceeds exceed the sum originally due to the Collateral AgentSecured Parties in dollars, the Secured Parties agree to remit to the Loan Parties such excess. EXHIBIT B Form of Assignment and Assumption see attached EXHIBIT E-1 [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 case may be, Effective Date inserted by the Collateral Administrative Agent shall remit such excess 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 Lien Grantorextent 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”). For the purposes of Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this sectionAssignment and Assumption, "DOMESTIC BUSINESSwithout representation or warranty by [the][any] Assignor.

Judgement Currency. If If, for the purpose purposes of obtaining judgment in any court court, it is necessary to convert a sum due from to the Administrative Agent or a Lender in any Lien Grantor hereunder or under any of the Secured Agreements in the currency expressed to be payable herein or therein (the "SPECIFIED CURRENCY"“Original Currency”) into another currencycurrency (the “Other Currency”), the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which which, in accordance with normal banking procedures procedures, the Collateral Administrative Agent or such Lender could purchase the Specified Original Currency with such other currency at the Collateral Agent's New York office Other Currency on the Domestic Business Day, as hereinafter defined, Banking Day preceding that the day on which final judgment is givengiven or, if permitted by Applicable Law, on the day on which the judgment is paid or satisfied. The obligations of each Lien Grantor an Obligor in respect of any sum due in the Original Currency from it to the Administrative Agent or any Bank or the Collateral Agent hereunder or Lender under any of the Secured Agreements Loan Documents shall, notwithstanding any judgment in a currency other than the Specified any Other Currency, be discharged only to the extent that on the Domestic Business Banking Day following receipt by the Administrative Agent or such Bank or the Collateral Agent (as the case may be) Lender of any sum adjudged to be so due in the Other Currency, the Administrative Agent or such other currency such Bank or the Collateral Agent (as the case may be) may Lender may, in accordance with normal banking procedures procedures, purchase such Specified the Original Currency with such other currency; if Other Currency. If the amount of Specified the Original Currency so purchased is less than the sum originally due to the Administrative Agent or such Bank or the Collateral Agent, as the case may be, Lender in the Specified Original Currency, each Lien Grantor such Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such the judgment, to indemnify the Administrative Agent or such Bank or the Collateral AgentLender, as the case may be, against such loss and any loss, and, if the amount of Specified the Original Currency so purchased by the Collateral Agent exceeds the sum originally due to the Collateral Agent, as Administrative Agent or such Lender in the case may beOriginal Currency, the Collateral Administrative Agent or such Lender shall remit such excess to the Lien Grantorsuch Borrower. For the purposes of this section, "DOMESTIC BUSINESS128