Common use of Judgment Currency Clause in Contracts

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent Agent, the Issuing Lender or other applicable Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any the Issuing Lender or any other applicable Lender hereunder or under the other Loan Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, other applicable Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, other applicable Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any the Issuing Lender or any other applicable Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, other applicable Lender against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any the Issuing Lender or any other applicable Lender in such currency, the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, other applicable Lender agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Letter of Credit Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Letter of Credit Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Letter of Credit Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Letter of Credit Issuer or any Lender from the any Borrower Party in the Agreement Currency, the such Borrower Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Letter of Credit Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Letter of Credit Issuer or any Lender in such currency, the Administrative Agent, such Issuing Lender Letter of Credit Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the such Borrower Party (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent (or in the case of the Revolving Credit Facility, the Revolver Agent) could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent (or in the case of the Revolving Credit Facility, the Revolver Agent, any Issuing Lender ) or any Lender the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent (or the Revolver Agent, such Issuing Lender or such Lender, as the case may be, applicable) of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent (or the Revolver Agent, such Issuing Lender or such Lender, as the case may be, applicable) may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent (or the Revolver Agent, any Issuing Lender or any Lender as applicable) from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent (or such Lender, as in the case may beof the Revolving Credit Facility, the Revolver Agent) or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent (or the Revolver Agent, any Issuing Lender or any Lender as applicable) in such currency, the Administrative Agent (or the Revolver Agent, such Issuing Lender or such Lender, as the case may be, applicable) agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawLaw).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer from the any Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer in such currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which which, in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the date on which final judgment is given. The obligation of the Borrower each Obligor in respect of any such sum due from it to the Administrative Agent, any Issuing Lender LC Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that the currency in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent (for itself or such on behalf of LC Issuer or a Lender, as the case may be, ) of any sum adjudged to be so due in the Judgment Currency, the Administrative AgentAgent may, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures procedures, purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender LC Issuer, or any a Lender from the Borrower any Obligor in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such LC Issuer, and each Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender LC Issuer, or any a Lender in such currency, the Administrative Agent, such Issuing Lender LC Issuer, or such Lender, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any such Lender in such currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawLaw). All of the Borrower’s obligations under this Section 10.19 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

Judgment Currency. If, If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due from the Borrower hereunder or under any other Loan Document of the Notes in one the currency expressed to be payable herein or under the Notes (the “Specified Currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Specified Currency with such other currency at the Administrative Agent’s New York office on the Business Day preceding that on which final judgment is given. The obligation obligations of the Borrower in respect of any such sum due from it to any Lender or the Administrative Agent, any Issuing Lender or any Lender Agent hereunder or under the other Loan Documents any Note shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Specified Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender or the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) may in accordance with normal banking procedures purchase the Agreement Specified Currency with the Judgment Currency. If such other currency; if the amount of the Agreement Specified Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, any Issuing Lender or any Lender from as the Borrower case may be, in the Agreement Specified Currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, such Issuing Lender or such Lender, as the case may be, against such loss. If , and if the amount of the Agreement Specified Currency so purchased is greater than exceeds the sum originally due to any Lender or the Administrative Agent, any Issuing as the case may be, in the Specified Currency, such Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any remit such excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Borrower.

Judgment Currency. IfIn the event of a judgment, order or award being rendered by any court or tribunal for the purposes payment of obtaining judgment in any court, it is necessary amounts owing by the Fund to convert a sum due hereunder the Capital Protection Provider under this Agreement or any other Loan Document in one currency into another currency, for the rate payment of exchange used shall be that at which in accordance with normal banking procedures damages by the Administrative Agent could purchase Fund to the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Capital Protection Provider in respect of any a judgment or order of another court or tribunal for the payment of such sum due from it to the Administrative Agentamount or damages, any Issuing Lender such judgment, order or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment award being expressed in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement currency due hereunder, namely, Dollars (the “Agreement Agreed Currency”), the Fund agrees that its obligations in respect of any such amounts owing shall be discharged only to the extent that on the Business Day following the Capital Protection Provider’s receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, Currency the Administrative Agent, such Issuing Lender or such Lender, as the case Capital Protection Provider may be, may in accordance with normal banking procedures purchase the Agreement Agreed Currency with the Judgment Currency. If Likewise, in the event of a judgment, order or award being rendered by any court or tribunal for the payment of any amounts owing by the Capital Protection Provider to the Fund under this Agreement or for the payment of damages by the Capital Protection Provider to the Fund in respect of a judgment or order of another court or tribunal for the payment of such amount of the Agreement or damages, such judgment, order or award being expressed in a Judgment Currency so purchased is less other than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Agreed Currency, the Borrower agrees, as a separate obligation and notwithstanding Capital Protection Provider agrees that its obligations in respect of any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due amounts owing shall be discharged only to the Administrative Agent, any Issuing Lender or any Lender in such currency, extent that on the Administrative Agent, such Issuing Lender or such Lender, as Business Day following the case may be, agrees to return the amount Fund’s receipt of any excess to sum adjudged in the Borrower (or to any other Person who Judgment Currency the Fund may be entitled thereto under applicable law)purchase the Agreed Currency with the Judgment Currency.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower and the other Loan Parties in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer from the Borrower or any other Loan Party in the Agreement Currency, the Borrower agreesagree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer in such currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawLaw).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary court in any jurisdiction with respect to convert a sum due hereunder this Agreement or any other Loan Document in one currency Document, it becomes necessary to convert into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than that in the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which such sum final judgment is denominated given. For this purpose “rate of exchange” means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with the applicable provisions normal banking procedures of this Agreement (the “Agreement Currency”), be discharged only to Administrative Agent. In the extent event that on there is a change in the rate of exchange prevailing between the Business Day following before the day on which the final judgment is given and the date of receipt by the Administrative Agent of the amount due, the relevant Loan Party will, on the date of receipt by the Administrative Agent, (i) pay such Issuing Lender additional amounts, if any, or (ii) be entitled to receive reimbursement of such Lenderamount, if any, as may be necessary to ensure that the case may be, of any sum adjudged to be so due amount received by the Administrative Agent on such date is the amount in the Judgment CurrencyCurrency that, when converted to the Currency Due at the rate of exchange prevailing on the date of receipt by the Administrative Agent, such Issuing Lender is the amount then due under this Agreement or such Lender, as other Loan Document in the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment CurrencyDue. If the amount of the Agreement Currency Due that the Administrative Agent is so purchased able to purchase with Judgment Currency is less than the sum amount of the Currency Due originally due to it, the relevant Loan Party shall indemnify and hold the Administrative Agent, any Issuing Lender Agent and the Lenders harmless from and against all loss or any Lender damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the Borrower other obligations contained in this Agreement and the Agreement Currency, the Borrower agrees, as other Loan Documents and shall give rise to a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, against such lossindependent cause of action. If the amount of the Agreement Currency Due so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender Agent in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to Agent shall return the amount of any excess to the Borrower relevant Loan Party (or to any other Person who may be entitled thereto under any applicable lawRequirements of Law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent Agent, a Lender or an Issuing Lender, as applicable, could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Company in respect of any such sum due from it to the Administrative Agent, Agent or any Issuing Lender or any Issuing Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender or Issuing Lender from the Borrower Company in the Agreement Currency, the Borrower Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, Agent or any Issuing Lender or any Issuing Lender in such currency, the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Company.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to either the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the any other Loan Documents Credit Document shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, Lender may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency. If ; if the amount of the Agreement Currency so purchased is less than the sum originally adjudged to be due to the Administrative Agent, any Issuing Agent or such Lender or any Lender from the Borrower in the Agreement CurrencyCurrency (as converted on the date of final judgment), the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, Lender against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally adjudged to be due to the Administrative Agent, any Issuing Lender Agent or any such Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, Lender agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law). The obligations of Borrower contained in this Section 9.14 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary court in any jurisdiction with respect to convert a sum due hereunder this Agreement or any other Loan Document in one currency Document, it becomes necessary to convert into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a particular currency (the “Judgment Currency”) any amount due under this Agreement or under any other Loan Document in any currency other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement Judgment Currency (the “Agreement CurrencyCurrency Due”), then conversion shall be discharged only to made at the extent that rate of exchange prevailing on the Business Day following before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Administrative Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in New York, New York. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Administrative Agent of the amount due, the Borrower will, on the date of receipt by the Administrative Agent, pay such Issuing Lender additional amounts, if any, or be entitled to receive reimbursement of such Lenderamount, if any, as may be necessary to ensure that the case may be, of any sum adjudged to be so due amount received by the Administrative Agent on such date is the amount in the Judgment Currency, Currency that when converted at the rate of exchange prevailing on the date of receipt by the Administrative Agent, such Issuing Lender Agent is the amount then due under this Agreement or such Lender, as other Loan Document in the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment CurrencyDue. If the amount of the Agreement Currency Due which the Administrative Agent is so purchased able to purchase is less than the sum amount of the Currency Due originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currencyit, the Borrower agrees, shall indemnify and save the Administrative Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate obligation and independent from the 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 from time to time and shall continue in full force and effect notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender judgment or such Lender, as the case may be, against such loss. If the order for a liquidated sum in respect of an amount of the due under this Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender other Loan Document or such Lender, as the case may be, agrees to return the amount of under any excess to the Borrower (judgment or to any other Person who may be entitled thereto under applicable law)order.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender the L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, the Collateral Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, the Collateral Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, the Collateral Agent, any Issuing Lender or the L/C Issuer from any Lender from the Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, the Collateral Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender the L/C Issuer in such currency, the Administrative Agent, the Collateral Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law). The agreement in this Section 10.20 shall survive the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower any Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Bank or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Bank or such Lender, Lender (as the case may be, applicable) of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Bank or such Lender, Lender (as the case may be, applicable) may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, such Issuing Bank or such Lender (as applicable) from any Issuing Lender or any Lender from the Borrower Loan Party in the Agreement Currency, the Borrower agreesBorrowers agree jointly and severally, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Bank or such Lender, Lender (as the case may be, applicable) or such other person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any such Issuing Bank or such Lender or any Lender (as applicable) in such currency, the Administrative Agent, such Issuing Lender Bank or such Lender, Lender (as the case may be, applicable) agrees to return the amount of any excess to the Borrower such Loan Party (or to any other Person person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due Each Credit Party’s obligation hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender hereunder or and under the other Loan Documents shall, notwithstanding to make payments in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in a or converted into any currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)Dollars, be discharged only except to the extent that on such tender or recovery results in the Business Day following effective receipt by the Administrative Agent, such the Issuing Lender or the respective Lender of the full amount of Dollars expressed to be payable to the Administrative Agent, the Issuing Lender or such LenderLender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Credit Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than Dollars (such other currency being hereinafter referred to as the case may be“Judgment Currency”), of any sum adjudged to be so an amount due in Dollars, the Judgment Currencyconversion shall be made, at the rate of exchange 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), such Issuing Lender or such Lenderdetermined, in each case, as of the case may be, may in accordance with normal banking procedures purchase Business Day on which the Agreement Currency with the Judgment Currencyjudgment is given. If the amount of the Agreement Currency Dollars so purchased is less than the sum originally due to the Administrative Agent, any the Issuing Lender or any Lender from the Borrower in the Agreement CurrencyBorrowers, the each Borrower agrees, jointly and severally, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency Dollars so purchased is greater than the sum originally due to the Administrative Agent, any the Issuing Lender or any Lender in such currencyLender, the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower Borrowers (or to any other Person who may be entitled thereto under applicable lawApplicable Law). For purposes of determining any rate of exchange for this Section 11.22, such amounts shall include any premium and costs payable in connection with the purchase of Dollars.

Judgment Currency. IfThis is a loan transaction in which the specification of a foreign currency or 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 a party hereto of the full amount of the Original Currency payable to such party. If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency the Original Currency into another currencythe Other Currency, the rate of exchange used that shall apply shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is givenapplicable Spot Rate. The obligation of the Borrower and the Subsidiaries in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Bank or any Lender hereunder or under the other any Loan Documents Document (in this Section 10.20 called an “Entitled Person”) shall, notwithstanding any judgment the rate of exchange actually applied in a currency (the “Judgment Currency”) other than that in which rendering such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)judgment, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Entitled Person of any sum adjudged to be so due hereunder in the Judgment Currency, the Administrative Agent, Other Currency such Issuing Lender or such Lender, as the case may be, Entitled Person may in accordance with normal banking procedures purchase the Agreement Original Currency with the Judgment Currency. If the amount of the Agreement Currency judgment currency so purchased is less than adjudged to be due; and the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agreesBorrower, 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 Administrative AgentOriginal Currency, such Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than (if any) by which the sum originally due to such Entitled Person in the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return Original Currency hereunder exceeds the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Other Currency so purchased.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which which, in accordance with normal banking procedures procedures, any applicable Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent Agent, as may be the case, could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to any Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, any Issuing Lender or any Lender as may be the case, hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, such Issuing Lender or such Lender, as may be the case may becase, of any sum adjudged to be so due in the Judgment Currency, such Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, such Issuing Lender or such Lender, as may be the case may becase, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, as may be the case, from any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, such Issuing Lender or such Lender, as may be the case may becase, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, any Issuing Lender or any Lender as may be the case, in such currency, such Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, such Issuing Lender or such Lender, as may be the case may becase, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each of the Borrower applicable Borrowers in respect of any such sum due from it to either the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the any other Loan Documents Credit Document shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, Lender may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency. If ; if the amount of the Agreement Currency so purchased is less than the sum originally adjudged to be due to the Administrative Agent, any Issuing Agent or such Lender or any Lender from the Borrower in the Agreement CurrencyCurrency (as converted on the date of final judgment), the Borrower agreesBorrowers agree, jointly and severally, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, Lender against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally adjudged to be due to the Administrative Agent, any Issuing Lender Agent or any such Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, Lender agrees to return the amount of any excess to the Borrower Borrowers (or to any other Person who may be entitled thereto under applicable law). The obligations of the Borrowers contained in this Section 9.14 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower each Grantor in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower any Grantor in the Agreement Currency, the Borrower such Grantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower such Grantor (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender the Issuing Bank hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lenderthe Issuing Bank, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lenderthe Issuing Bank, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender the Issuing Bank from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lenderthe Issuing Bank, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender the Issuing Bank in such currency, the Administrative Agent, such Issuing Lender or such Lenderthe Issuing Bank, as the case may be, agrees to promptly return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document Paper in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender L/C Issuer hereunder or under the other Loan Documents Papers shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender L/C Issuer from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender L/C Issuer in such currency, the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one the currency denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Agreement Currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final final, non-appealable judgment is given. The obligation obligations of the Borrower each Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) of any sum adjudged to be so due in the Judgment Currency, such Lender or the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, any Issuing Lender or any Lender from as the Borrower case may be, in the Agreement Currency, the Borrower agreesLoan Parties agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, such Issuing Lender or such Lenderother person to whom such obligation was owing, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the Agreement Currency and (b) any Issuing amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)respective Loan Party.

Judgment Currency. If, If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due from a Borrower hereunder or any other Loan Document in one the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first specified currency with other such other currency at the Administrative Agent’s New York Office on the Business Day preceding that is on or immediately following the day on which final judgment is given. The obligation obligations of the Borrower Borrowers in respect of any such sum due from it to any Lender, the Administrative Agent, any Issuing Lender the Multi-Currency Payment Agent or any Lender the Canadian Administrative Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Administrative Agent, such Issuing Lender the Multi-Currency Payment Agent or such Lenderthe Canadian Administrative Agent, as the case may be, of any sum adjudged to be so due in the Judgment Currencysuch other currency, such Lender, the Administrative Agent, such Issuing Lender the Multi-Currency Payment Agent or such Lender, the Canadian Administrative Agent as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency specified currency with the Judgment Currencysuch other currency. If the amount of the Agreement Currency specified currency so purchased is less than the sum originally due to such Lender, the Administrative Agent, any Issuing Lender the Multi-Currency Payment Agent or any Lender from the Borrower Canadian Administrative Agent, as the case may be, in the Agreement Currencyspecified currency, each of the Borrower Borrowers agrees, to the fullest extent it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Administrative Agent, such Issuing Lender the Multi-Currency Payment Agent or such Lenderthe Canadian Administrative Agent, as the case may be, against such loss. If , and if the amount of the Agreement Currency specified currency so purchased is greater than exceeds the sum originally due to any Lender, the Administrative Agent the Multi-Currency Payment Agent or the Canadian Administrative Agent, as the case may be, in the specified currency, such Lender or the Administrative Agent, any Issuing Lender or any Lender in such currencythe Multi-Currency Payment Agent, or the Canadian Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any remit such excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Borrowers.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall will be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Ultimate Parent or any Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shallwill, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower Ultimate Parent or any Loan Party in the Agreement Currency, the Borrower Ultimate Parent or such Loan Party, as applicable, agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower Ultimate Parent or such Loan Party, as applicable (or to any other Person who that may be entitled thereto under applicable lawLaw).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) Currency other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the any Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one the currency denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency Agreement Currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final final, non-appealable judgment is given. The obligation obligations of the Borrower each Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) of any sum adjudged to be so due in the Judgment Currency, such Lender or the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, any Issuing Lender or any Lender from as the Borrower case may be, in the Agreement Currency, the Borrower agreesLoan Parties agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, such Issuing Lender or such Lenderother person to whom such obligation was owing, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the Agreement Currency and (b) any Issuing amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.16, such Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)respective Loan Party.

Judgment 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 other Loan Document in one currency (the “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 in accordance with normal banking procedures the Administrative Agent could purchase the first currency Original Currency with such other currency 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 the Borrower in respect of any such sum due in the Original Currency from it to the Administrative Agentany Lender, any Issuing Lender Bank, the Collateral Agent or any Lender Administrative Agent hereunder or under the any other Loan Documents Document shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be, ) of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or 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 Agreement Original Currency with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the Administrative Agent, any Issuing Lender or any Lender from the Borrower case may be) in the Agreement Original Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be, ) against such loss. If , and if the amount of the Agreement Original Currency so purchased is greater than exceeds the sum originally due in the Original Currency to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such 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 return the amount of any excess remit to the Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal and customary banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (hereinafter referred to as the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (hereinafter referred to as the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower in the Agreement Currency, the Borrower hereby covenants and agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Bank or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Bank or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Bank or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Bank or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Bank or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Bank or any Lender in such currency, the Administrative Agent, such Issuing Lender Bank or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency Spot Rate on the Business Day preceding that on which final judgment is given. The obligation of the Borrower each Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the any Borrower in the Agreement Currency, the Borrower such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower such Loan Party (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any the Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the any Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Borrowers or Guarantors, as applicable, in respect of any such sum due from it to the Administrative Agent, any LC Issuing Lender Bank or any Lender hereunder or under the other Loan Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such LC Issuing Lender Bank or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such LC Issuing Lender Bank or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any LC Issuing Lender Bank or any Lender from the Borrower Borrowers or Guarantors, as applicable, in the Agreement Currency, the Borrower agreesBorrowers or Guarantors, as applicable, agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such LC Issuing Lender Bank or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any LC Issuing Lender Bank or any Lender in such currency, the Administrative Agent, such LC Issuing Lender Bank or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower Borrowers or Guarantors, as applicable (or to any other Person who may be entitled thereto under applicable lawGovernmental Rules).

Judgment Currency. IfThis 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 the payee of the full amount of the Original Currency payable to it under this Guaranty Agreement. If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency the Original Currency into another currencythe Other Currency, 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 Original Currency at the first currency Principal Office with such other currency the Other Currency on the Business Day next preceding that the day on which final such judgment is givenrendered. The obligation of the Borrower Guarantor in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the any other Loan Documents Document (in this Section 5.06 called an "Entitled Person") shall, notwithstanding any judgment the rate of exchange actually applied in a currency (the “Judgment Currency”) other than that in which rendering such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)judgment, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Entitled Person of any sum adjudged to be so due hereunder in the Judgment Currency, the Administrative Agent, Other Currency such Issuing Lender or such Lender, as the case may be, Entitled Person may in accordance with normal banking procedures purchase and transfer the Agreement Original Currency to Toronto with the Judgment Currency. If the amount of the Agreement Currency judgment currency so purchased is less than adjudged to be due; and the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agreesGuarantor hereby, as a separate obligation and notwithstanding any such judgment, agrees jointly and severally to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Administrative AgentOriginal Currency, such Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than (if any) by which the sum originally due to such Entitled Person in the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return Original Currency hereunder exceeds the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Original Currency so purchased and transferred.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Guarantor in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any the Canadian Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement Guarantee (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such the Canadian Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such the Canadian Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any the Canadian Lender from the Borrower Guarantor in the Agreement Currency, the Borrower Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such the Canadian Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any the Canadian Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such the Canadian Lender, as the case may be, agrees to return the amount of any excess to the Borrower Guarantor (or to any other Person who may be entitled thereto under applicable lawLaws).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender the L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or the L/C Issuer from any Lender from the Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender the L/C Issuer in such currency, the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law). The agreement in this Section 10.20 shall survive the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower each Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower any Loan Party in the Agreement Currency, the Borrower such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower such Loan Party (or to any other Person who may be entitled thereto under applicable law).. Exhibit B Exhibit D – Form of Compliance Certificate [See Attached] EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _________,____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of November 22, 2013 (as may be further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among, inter alia, Noodles & Company, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein but not defined shall have the meaning ascribed thereto in the Agreement. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ___________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Transaction Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Facility Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower or the Servicer in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Facility Agent or any Lender the Lenders hereunder or under the other Loan Transaction Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Facility Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Facility Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender Facility Agent from the Borrower or the Servicer in the Agreement Currency, each of the Borrower and the Servicer agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Facility Agent or the Person to whom such Issuing Lender or such Lender, as the case may be, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender Facility Agent in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Facility Agent agrees to return the amount of any excess to the Borrower or the Servicer (or to any other Person who may be entitled thereto under applicable lawApplicable Law), as applicable.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Borrowers in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower Borrowers in the Agreement Currency, the Borrower agreesagree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currencyCurrency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Applicable law).

Judgment Currency. IfThis is a loan transaction in which the specification of a Foreign Currency or 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 a party hereto of the full amount of the Original Currency payable to such party. If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document in one currency the Original Currency into another currencythe Other Currency, the rate of exchange used that shall apply shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is givenapplicable Spot Rate. The obligation of the Borrower Company and the Subsidiaries in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Bank or any Lender hereunder or under the other any Loan Documents Document (in this Section 10.20 called an “Entitled Person”) shall, notwithstanding any judgment the rate of exchange actually applied in a currency (the “Judgment Currency”) other than that in which rendering such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”)judgment, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Entitled Person of any sum adjudged to be so due hereunder in the Judgment Currency, the Administrative Agent, Other Currency such Issuing Lender or such Lender, as the case may be, Entitled Person may in accordance with normal banking procedures purchase the Agreement Original Currency with the Judgment Currency. If the amount of the Agreement Currency judgment currency so purchased is less than adjudged to be due; and the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agreesBorrowers, 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 Administrative AgentOriginal Currency, such Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than (if any) by which the sum originally due to such Entitled Person in the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return Original Currency hereunder exceeds the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Other Currency so purchased.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Guarantor Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower each Subsidiary Guarantor in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender Guaranteed Party hereunder or under the other Loan Guarantor Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this the Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, Agent from any Issuing Lender or any Lender from the Borrower Subsidiary Guarantor in the Agreement Currency, the Borrower such Subsidiary Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or the Person to whom such Issuing Lender or such Lender, as the case may be, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender the Person to whom such obligation was owing in such currency, the Administrative Agent, Agent (by its acceptance hereof) or the Person to whom such Issuing Lender or such Lender, as the case may be, obligation was owing agrees to return the amount of any excess to the Borrower such Subsidiary Guarantor (or to any other Person who may be entitled thereto under applicable law). The agreements in this Section24 shall survive the termination of the Commitments and repayment of all Guaranteed Obligations.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, each party hereto agrees that the rate of exchange used shall be that at which in accordance with normal banking procedures the Exchange Rate determined by the Administrative Agent could purchase the first currency with such other currency on as of the Business Day immediately preceding that the day on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any the Issuing Lender Bank or any Lender the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that the currency in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any the Issuing Lender Bank or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Agent or the Lender or Issuing Bank to whom such Lender, as the case may be, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any the Issuing Lender Bank or any such Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent agrees to return return, within two Business Days, the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Borrowers in respect of any such sum due from it to the Administrative Agent, any the Issuing Lender Bank or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such the Issuing Lender Bank or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such the Issuing Lender Bank or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any the Issuing Lender Bank or any Lender from the Borrower Borrowers in the Agreement Currency, the Borrower Borrowers agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such the Issuing Lender Bank or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any the Issuing Lender Bank or any Lender in such currency, the Administrative Agent, such the Issuing Lender Bank or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower Borrowers (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender from the any Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender in such currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as 133 the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender from the any Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender in such currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower each Credit Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender Issuing Bank hereunder or under the other Loan Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such LenderIssuing Bank, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such LenderIssuing Bank, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender Issuing Bank from the Borrower any Credit Party in the Agreement Currency, the Borrower such Credit Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such LenderIssuing Bank, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing such Lender or any Lender such Issuing Bank in such currency, the Administrative Agent, such Issuing Lender or such LenderIssuing Bank, as the case may be, agrees to return the amount of any excess to the Borrower such Credit Party (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender the L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If To the extent permitted by Applicable Law, if the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender Agent from the Borrower in the Agreement CurrencyCurrency after taking into account any set-offs or counterclaims of any Loan Party against the Person to whom such obligation was owing on which a final judgment has been rendered, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing such Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).. 10.20

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Guarantor in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any the Canadian Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that DWT 16166918v15 4900000-001225 in which such sum is denominated in accordance with the applicable provisions of this Agreement Guarantee (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such the Canadian Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such the Canadian Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any the Canadian Lender from the Borrower Guarantor in the Agreement Currency, the Borrower Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such the Canadian Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any the Canadian Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such the Canadian Lender, as the case may be, agrees to return the amount of any excess to the Borrower Guarantor (or to any other Person who may be entitled thereto under applicable lawLaws).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Co-Borrowers in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the any Co-Borrower in the Agreement Currency, the such Co-Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the such Co-Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender in such currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).. [Signature Pages Omitted] 119 CHAR1\1985879v4 Annex B EXHIBIT A See attached. CHAR1\1985859v3 EXHIBIT A [FORM OF] LOAN NOTICE Date: ___________, _____1 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of August 19, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among The Mosaic Company, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party thereto. The undersigned hereby requests (select one)2: Revolving Facility Indicate: Borrowing or Conversion or Continuation Indicate: Requested Date of Borrowing or Conversion or Continuation Indicate: Requested Amount Indicate: Base Rate Loan or Term SOFR Loan For Term SOFR Loans Indicate: Interest Period (e.g. 1, 3 or 6 month interest period)

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender the Lenders hereunder or under the other Loan Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, Agent from any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or the Person to whom such Issuing Lender or such Lender, as the case may be, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender Agent in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law). 105 Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWER: POLARIS INDUSTRIES INC., a Minnesota corporation By: Name: Title: Mxxxxxx X. Xxxxxx Chief Financial Officer, Secretary and Vice President-Finance GUARANTORS: POLARIS REAL ESTATE CORPORATION OF IOWA, INC., a Delaware corporation POLARIS REAL ESTATE CORPORATION, a Delaware corporation POLARIS ACCEPTANCE INC., a Minnesota corporation POLARIS SALES INC., a Minnesota corporation POLARIS DIRECT INC., a Minnesota corporation POLARIS INDUSTRIES INC., a Delaware corporation POLARIS INDUSTRIES MANUFACTURING LLC, a Minnesota limited liability company By: Name:Mxxxxxx X. Xxxxxx Title: Chief Financial Officer, Secretary and Vice President-Finance of each of the foregoing entities ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title:

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document Paper in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender L/C Issuer hereunder or under the other Loan Documents Papers shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender L/C Issuer from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender L/C Issuer in such currency, the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law). Remainder of Page Intentionally Blank. 105 EXHIBIT A-1 REVOLVER NOTE $________________ __________________, 20__ For value received, Vail Holdings, Inc., a Colorado corporation (“Maker”), hereby promises to pay to the order of ___________________ (“Payee”) on or before the Termination Date for the Revolver Facility, the principal amount of _______________, or so much thereof as may be disbursed and outstanding hereunder, together with interest, as hereinafter described. This note has been executed and delivered under, and is subject to the terms of, the Seventh Amended and Restated Credit Agreement dated as of May 1, 2015 (as amended, supplemented, extended, or restated, the “Credit Agreement”), among Maker, the Lenders, and Bank of America, N.A., as Administrative Agent for itself and the other Lenders (including, without limitation, Payee), and is one of the “Revolver Notes” referred to therein. Unless defined herein or the context otherwise requires, capitalized terms used herein have the meaning given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, acceleration of maturity, exercise of Rights, payment of Attorney Costs, court costs and other costs of collection, and certain waivers by Maker and others now or hereafter obligated for payment of any sums due hereunder. Without limiting the immediately foregoing sentence, Maker, for itself and its successors and assigns, hereby waives diligence, presentment, protest, and demand and notice of protest, demand, dishonor, and non-payment of this note. This note is a Loan Paper and, therefore, is subject to the applicable provisions of Section 15 (including, without limitation, the registration provisions of Section 15.11(c)) of the Credit Agreement, all of which applicable provisions are incorporated herein by reference the same as if set forth herein verbatim. This note is also entitled to the benefits of the Guaranties and is secured by the Collateral. Specific reference is made to Section 3.8 of the Credit Agreement for usury savings provisions. MAKER: Vail Holdings, Inc. By: ___________________________ Name: _________________________ Title: ___________________________ SWING LINE NOTE $________________ __________________, 20__ For value received, Vail Holdings, Inc., a Colorado corporation (“Maker”), hereby promises to pay to the order of ___________________ (“Payee”) on or before the Termination Date for the Revolver Facility or such earlier date as specified in Section 3.2 of the Credit Agreement (as hereinafter defined), the principal amount of _______________, or so much as may be disbursed and outstanding thereunder, together with interest, as hereinafter described. This note has been executed and delivered under, and is subject to the terms of, the Seventh Amended and Restated Credit Agreement dated as of May 1, 2015 (as amended, supplemented, extended, or restated, the “Credit Agreement”), among Maker, the Lenders, and Bank of America, N.A., as Administrative Agent for itself and the other Lenders (including, without limitation, Payee), and is one of the “Swing Line Notes” referred to therein. Unless defined herein or the context otherwise requires, capitalized terms used herein have the meaning given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, acceleration of maturity, exercise of Rights, payment of Attorney Costs, court costs and other costs of collection, and certain waivers by Maker and others now or hereafter obligated for payment of any sums due hereunder. Without limiting the immediately foregoing sentence, Maker, for itself and its successors and assigns, hereby waives diligence, presentment, protest, and demand and notice of protest, demand, dishonor, and non-payment of this note. This note is a Loan Paper and, therefore, is subject to the applicable provisions of Section 15 (including, without limitation, the registration provisions of Section 15.11(c)) of the Credit Agreement, all of which applicable provisions are incorporated herein by reference the same as if set forth herein verbatim. This note is also entitled to the benefits of the Guaranties and is secured by the Collateral. Specific reference is made to Section 3.8 of the Credit Agreement for usury savings provisions. MAKER: Vail Holdings, Inc. By: _________________________________ Name: _________________________________ Title: ________________________________ EXHIBIT A-3 TERM LOAN NOTE $________________ __________________, 20__ For value received, Vail Holdings, Inc., a Colorado corporation (“Maker”), hereby promises to pay to the order of ___________________ (“Payee”) on or before the Termination Date for the Term Loan Facility or such earlier date as specified in Section 3.2 of the Credit Agreement (as hereinafter defined), the principal amount of _______________, or so much as may be disbursed and outstanding thereunder, together with interest, as hereinafter described. This note has been executed and delivered under, and is subject to the terms of, the Seventh Amended and Restated Credit Agreement dated as of May 1, 2015 (as amended, supplemented, extended, or restated, the “Credit Agreement”), among Maker, the Lenders, and Bank of America, N.A., as Administrative Agent for itself and the other Lenders (including, without limitation, Payee), and is one of the “Term Loan Notes” referred to therein. Unless defined herein or the context otherwise requires, capitalized terms used herein have the meaning given to such terms in the Credit Agreement. Reference is made to the Credit Agreement for provisions affecting this note regarding applicable interest rates, principal and interest payment dates, final maturity, acceleration of maturity, exercise of Rights, payment of Attorney Costs, court costs and other costs of collection, and certain waivers by Maker and others now or hereafter obligated for payment of any sums due hereunder. Without limiting the immediately foregoing sentence, Maker, for itself and its successors and assigns, hereby waives diligence, presentment, protest, and demand and notice of protest, demand, dishonor, and non-payment of this note. This note is a Loan Paper and, therefore, is subject to the applicable provisions of Section 15 (including, without limitation, the registration provisions of Section 15.11(c)) of the Credit Agreement, all of which applicable provisions are incorporated herein by reference the same as if set forth herein verbatim. This note is also entitled to the benefits of the Guaranties and is secured by the Collateral. Specific reference is made to Section 3.8 of the Credit Agreement for usury savings provisions. MAKER: Vail Holdings, Inc. By: _________________________________ Name: ______________________________ Title: _______________________________ EXHIBIT B-1 GUARANTY THIS GUARANTY (this “Guaranty”) is executed as of ______________, by the undersigned guarantor (“Guarantor”) for the benefit of BANK OF AMERICA, N.A. (with its successors in such capacity, “Administrative Agent”), as Administrative Agent for itself and other Lenders (collectively, “Lenders”; together with Administrative Agent, the “Guaranteed Parties”) now or hereafter party to the Seventh Amended and Restated Credit Agreement dated as of May 1, 2015 among Vail Holdings, Inc., a Colorado corporation (“Borrower”), the Lenders, and Administrative Agent (as amended, supplemented, extended, or restated, the “Credit Agreement”). Capitalized terms not otherwise defined herein are used as defined in the Credit Agreement.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any the Lendersany Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, Agent fromor any Issuing Lender or any Lender BorrowerLender from the Borrower Borrowers in the Agreement Currency, the such Borrower agreesagreesthe Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or the Person to whom such Issuing Lender or such obligation was owingsuch Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currencycurrencyCurrency , the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the suchthe applicable Borrower (or to any other Person who may be entitled thereto under applicable lawlawApplicable Law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Borrower.

Judgment Currency. If, for (a) The obligations of the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any Borrowers and the other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender Parties hereunder or and under the other Loan Documents shallto make payments in U.S. dollars, notwithstanding Canadian dollars or Australian 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 the Applicable Administrative Agent or a Lender or an Issuing Bank of the full amount of the Obligation Currency expressed to be payable to such Administrative Agent, Lender or Issuing Bank under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against a Borrower or any other Loan Party or 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 Canadian Dollar Equivalent, U.S. Dollar Equivalent or Australian Dollar Equivalent, or, in the case of other than that 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 which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt currency designated by the Administrative Agent) determined, such Issuing Lender or such Lenderin each case, as of the case may bedate 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, of any sum adjudged each Borrower covenants and agrees to pay, or cause to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agreespaid, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agentsuch additional amounts, such Issuing Lender or such Lenderif any (but in any event not a lesser amount), as may be necessary to ensure that the case may beamount paid in the Judgment Currency, against such loss. If when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Agreement Obligation Currency so which could have been purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return 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 Canadian Dollar Equivalent, U.S. Dollar Equivalent or Australian Dollar Equivalent or rate of exchange for this Section, such amounts shall include any excess to premium and costs payable in connection with the Borrower (or to any other Person who may be entitled thereto under applicable law).purchase of the Obligation Currency. SECTION 9.18

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender the L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If To the extent permitted by Applicable Law, if the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender Agent from the Borrower in the Agreement CurrencyCurrency after taking into account any set-offs or counterclaims of any Loan Party against the Person to whom such obligation was owing on which a final judgment has been rendered, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing such Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).. 116

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law). All of the Borrower’s obligations under this Section shall survive termination of the Commitments and repayment of all other Obligations hereunder.

Judgment Currency. If, If for the purposes of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or in any other Loan Document in one currency (the “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 in accordance with normal banking procedures the Administrative Agent could purchase the first currency Original Currency with such other currency 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 the any Borrower in respect of any such sum due in the Original Currency from it to the Administrative Agentany Lender, any Issuing Lender Bank, the Collateral Agent or any Lender Administrative Agent hereunder or under the any other Loan Documents Document shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be, ) of any sum adjudged to be so due in the Judgment such Other Currency, the Administrative Agent, such Issuing Lender or such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the case may be, ) may in accordance with normal banking procedures purchase the Agreement Original Currency with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the Administrative Agent, any Issuing Lender or any Lender from the Borrower case may be) in the Agreement Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be, ) against such loss. If , and if the amount of the Agreement Original Currency so purchased is greater than exceeds the sum originally due in the Original Currency to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such 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 return the amount of any excess remit to the applicable Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment Currency. If, If for the purposes of obtaining judgment in enforcing the obligations of any court, Account Party hereunder it is necessary to convert a sum due hereunder or any other Loan Document from such Person in one the currency in which the relevant payment is due (the “Required Currency”) into another currencycurrency (the “Other Currency”), the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent and the Banks could purchase the first currency Required Currency with such other currency the Other Currency at or about 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given. The obligation of the Borrower obligations in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender Agent and the Banks hereunder or under the other Loan Documents shall, notwithstanding any judgment adjudication expressed in a currency (the “Judgment Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as Agent and the case may be, Banks of any sum adjudged to be so due in the Judgment Currency, Other Currency the Administrative Agent, such Issuing Lender or such Lender, as Agent and the case may be, Banks may in accordance with normal banking procedures purchase the Agreement Required Currency with the Judgment Other Currency. If ; if the amount of the Agreement Required Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from Agent and the Borrower Banks in the Agreement Required Currency, the Borrower Company agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgmentadjudication, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as Agent and the case may be, Banks against such loss. If , and if the amount of the Agreement Required Currency so purchased is greater than exceeds the sum originally due to the Administrative AgentAgent and the Banks, any Issuing Lender or any Lender in they shall remit such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).Account Party. Third Amended and Restated Letter of Credit and Reimbursement Agreement

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent Agent, a Lender or an Issuing Lender, as applicable, could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Company in respect of any such sum due from it to the Administrative Agent, Agent or any Issuing Lender or any Issuing Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender or Issuing Lender from the Borrower Company in the Agreement Currency, the Borrower Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, Agent or any Issuing Lender or any Issuing Lender in such currency, the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Company.”

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used to do so shall be that at which which, in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the date on which final judgment is given, as determined by Administrative Agent in its discretion. The obligation of the Borrower each Obligor in respect of any such sum due from it to the Administrative Agent, any Issuing Lender LC Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that the currency in which such sum is denominated in accordance with the applicable provisions of this Agreement or any other Loan Document (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent (for itself or such on behalf of LC Issuer or a Lender, as the case may be, ) of any sum adjudged to be so due in the Judgment Currency, the Administrative AgentAgent may, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures procedures, purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender LC Issuer, or any a Lender from the Borrower any Obligor in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such LC Issuer, and each Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender LC Issuer, or any a Lender in such currency, the Administrative Agent, such Issuing Lender LC Issuer, or such Lender, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currencyCurrency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawLaw).. [Remainder of page left intentionally blank]

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or in any other Loan Document in one currency (the “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 in accordance with normal banking procedures the Administrative Agent could purchase the first currency Original Currency with such other currency the Other Currency at 11:00 a.m. (Relevant Currency Time) on the second Business Day preceding that on which final judgment is given. The obligation of the a Borrower in respect of any such sum due in the Original Currency from it to any Lender or the Administrative Agent, any Issuing Lender or any Lender Agent hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) of any sum adjudged to be so due in the Judgment Currency, such Other Currency such Lender or the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) may in accordance with normal banking procedures purchase the Agreement Original Currency with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, any Issuing Lender or any Lender from Agent (as the Borrower case may be) in the Agreement Original Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) against such loss. If , and if the amount of the Agreement Original Currency so purchased is greater than exceeds the sum originally due to any Lender or the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be) in the Original Currency, such Lender or the Administrative Agent (as the case may be) agrees to return the amount of any excess remit to the such Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other -164- CREDIT AGREEMENT (PATTERN REVOLVER) currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Borrowers or Guarantors, as applicable, in respect of any such sum due from it to the Administrative Agent, any LC Issuing Lender Bank or any Lender hereunder or under the other Loan Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such LC Issuing Lender Bank or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such LC Issuing Lender Bank or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any LC Issuing Lender Bank or any Lender from the Borrower Borrowers or Guarantors, as applicable, in the Agreement Currency, the Borrower agreesBorrowers or Guarantors, as applicable, agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such LC Issuing Lender Bank or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any LC Issuing Lender Bank or any Lender in such currency, the Administrative Agent, such LC Issuing Lender Bank or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower Borrowers or Guarantors, as applicable (or to any other Person who may be entitled thereto under applicable lawGovernmental Rules).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower any Credit Party in respect of any such sum due from it to the Administrative Agent, any the Several L/C Issuing Lender Bank or any Lender hereunder or under the other Loan Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such the Several L/C Issuing Lender Bank or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such the Several L/C Issuing Lender Bank or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any the Several L/C Issuing Lender Bank or any Lender from the Borrower any Credit Party in the Agreement Currency, the Borrower such Credit Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such the Several L/C Issuing Lender Bank or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any the Several L/C Issuing Lender Bank or any Lender in such currency, the Administrative Agent, such the Several L/C Issuing Lender Bank or such Lender, as the case may be, agrees to return the amount of any excess to the applicable Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any the Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any the Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any the Issuing Lender or any Lender in such currency, the Administrative Agent, such the Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).. [Signature pages to follow] 112

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Borrowers in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent 133 64069629 that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower Borrowers in the Agreement Currency, the Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower Borrowers (or to any other Person who may be entitled thereto under applicable law). All of the Borrowers’ obligations under this Section 10.19 shall survive termination of the Commitments and repayment of all other Obligations hereunder.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender the L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or the L/C Issuer from any Lender from the Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any 205 such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender the L/C Issuer in such currency, the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law). The agreement in this Section 10.20 shall survive the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent and the Offshore Sub-Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the Offshore Sub-Administrative Agent or any Lender the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with 133 the applicable provisions of this Agreement (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, Offshore Sub-Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or the Offshore Sub-Administrative Agent, such Issuing Lender or such Lender, as the case may beapplicable, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, Agent or the Offshore Sub-Administrative Agent from any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or the Offshore Sub-Administrative Agent or the Person to whom such Issuing Lender or such Lender, as the case may be, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender the Offshore Sub-Administrative Agent in such currency, the Administrative Agent and the Offshore Sub-Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees applicable agree to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower each Credit Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency 151 with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower any Credit Party in the Agreement Currency, the Borrower such Credit Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower such Credit Party (or to any other Person who may be entitled thereto under applicable lawApplicable Law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender in such currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).. 122

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, Agent or any Issuing Lender or any Lender L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer from the Borrower Borrowers in the Agreement Currency, the each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer in such currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, agrees to return the amount of any excess to the relevant Borrower (or to any other Person who may be entitled thereto under applicable lawLaw).

Judgment Currency. If, If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due from any Borrower hereunder or under any other Loan Document Note in one currency Dollars or due hereunder or under any Yen Note in Yen (in each case, the "Contract Currency") into another currencycurrency (the "Judgment 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 Relevant Agent could purchase the first currency Contract Currency with such other currency the Judgment Currency at the Relevant Agent's New York office on the Domestic Business Day (or the Tokyo Business Day in the case of the Yen Administrative Agent) preceding that on which final judgment is given. The obligation obligations of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender Agent hereunder or under the other Loan Documents any Note or Yen Note shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Contract Currency”), be discharged only to the extent that on the Domestic Business Day (or Tokyo Business Day) following receipt by the Administrative Agent, such Issuing Lender or such Lender, Agent (as the case may be, ) of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, Currency such Issuing Lender or such Lender, Agent (as the case may be, ) may in accordance with normal banking procedures purchase the Agreement Contract Currency with the Judgment Currency. If ; if the amount of the Agreement Contract Currency so purchased is less than the sum originally due to the Administrative such Lender or such Agent, any Issuing Lender or any Lender from as the Borrower case may be, in the Agreement Contract Currency, the each Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such LenderAgent, as the case may be, against such loss. If , and if the amount of the Agreement Contract Currency so purchased is greater than exceeds (a) the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, as the case may be, and (b) any amounts shared with other Lenders as a result of allocations of such Issuing excess as a disproportionate payment to such Lender or 102 109 under Section 12.4, such Lender, as the case may be, agrees to return the amount of any remit such excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)appropriate Borrower.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, Agent or any Issuing Lender or any Lender L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender L/C Issuer in such currency, the Administrative Agent, such Issuing Lender or such LenderL/C Issuer, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawLaw).. 108

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Co-Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the any Co-Borrower in the Agreement Currency, the such Co-Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the such Co-Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment 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 other Loan Document in one currency (the "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 in accordance with normal banking procedures the Administrative Agent could purchase the first currency Original Currency with such other currency 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 the any Borrower in respect of any such sum due in the Original Currency from it to the Administrative Agentany Lender, any Issuing Lender Bank, the Collateral Agent or any Lender Administrative Agent hereunder or under the any other Loan Documents Document shall, notwithstanding any judgment in a currency (the “Judgment any Other Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, Issuing Bank, Collateral Agent or the Administrative Agent (as the case may be, ) of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or 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 Agreement Original Currency with the Judgment such Other Currency. If ; if the amount of the Agreement Original Currency so purchased is less than the sum originally due to such Lender, Issuing Bank, Collateral Agent or Administrative Agent (as the Administrative Agent, any Issuing Lender or any Lender from the Borrower case may be) in the Agreement Original Currency, the applicable Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, Issuing Lender, Collateral Agent or Administrative Agent (as the case may be, ) against such loss. If , and if the amount of the Agreement Original Currency so purchased is greater than exceeds the sum originally due in the Original Currency to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such 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 return the amount of any excess remit to the applicable Borrower (or to any other Person who may be entitled thereto under applicable law)such excess.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent or Canadian Agent, as applicable, could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Borrowers in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Canadian Agent or any Lender hereunder or under the other Loan Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Canadian Agent or such Lender, as the case may be, Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Canadian Agent or such Lender, as the case may be, Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Canadian Agent or such Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agreesBorrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Canadian Agent or such Issuing Lender or the Person to whom such Lender, as the case may be, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Canadian Agent or any such Lender in such currency, the Administrative Agent, such Issuing Lender Canadian Agent or such Lender, as the case may be, Lender agrees to return the amount of any excess to the Borrower Borrowers (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Letter of Credit Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Credit Agreement (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Letter of Credit Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Letter of Credit Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Letter of Credit Issuer or any Lender from the any Borrower Party in the Agreement Currency, the such Borrower Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Letter of Credit Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Letter of Credit Issuer or any Lender in such currency, the Administrative Agent, such Issuing Lender Letter of Credit Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the such Borrower Party (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Credit Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower any Credit Party in respect of any such sum due from it to the Administrative Agent, any the Issuing Lender Bank or any Lender hereunder or under the other Loan Credit Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such the Issuing Lender Bank or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such the Issuing Lender Bank or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any the Issuing Lender Bank or any Lender from the Borrower Credit Party in the Agreement Currency, the Borrower such Credit Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such the Issuing Lender Bank or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any the Issuing Lender Bank or any Lender in such currency, the Administrative Agent, such the Issuing Lender Bank or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower Credit Party (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) 123 CH\1702371.21 other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).. 124 CH\1702371.21

Judgment Currency. If, If for the purposes purpose of obtaining judgment in any court, court it is necessary to convert a sum due hereunder or any other Loan Document denominated in one currency accordance with the applicable provisions of this Agreement (the “Agreement Currency”) into another currencycurrency (the “Judgment 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 first currency Agreement Currency with such other currency the Judgment Currency in the city in which it normally conducts its foreign exchange operation for the Agreement Currency on the Business Day next preceding that the day on which final such judgment is givenrendered. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may beapplicable, of any sum adjudged to be so due hereunder in the Judgment Currency, Currency the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may beapplicable, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If ; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative AgentAgent or such Lender, any Issuing Lender or any Lender from the Borrower as applicable, in the Agreement Currency, the Borrower agreeshereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may beapplicable, against and to pay the Administrative Agent or such loss. If Lender, as applicable, on demand, in the Agreement Currency, the amount (if any) by which the sum originally due to the Administrative Agent or such Lender, as applicable, hereunder in the Agreement Currency exceeds the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)and transferred.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent or the L/C Issuer could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender the L/C Issuer or any Lender in such currency, the Administrative Agent, such Issuing Lender the L/C Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawLaw).. 11.20

Judgment Currency. If, under any applicable law and whether pursuant to a judgment being made or registered against the Guarantor or for any other reason, any payment under or in connection with this Subsidiary Guaranty is made or satisfied in the Other Currency, then, to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of payment or, if it is not practicable for the purposes Payee to purchase the Required Currency with the Other Currency on the date of obtaining judgment payment, at the rate of exchange as soon thereafter as it is practicable for it to do so) actually received by the Payee falls short of the amount due under the terms of this Subsidiary Guaranty, the Guarantor shall, to the extent permitted by law, as a separate and independent obligation, indemnify and hold harmless the Payee against the amount of such shortfall. For the purpose of this Section, “rate of exchange” means the rate at which the Payee is able on the relevant date to purchase the Required Currency with the Other Currency and shall take into account any premium and other costs of exchange. Section 4.10 Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any courtLoan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write‑Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is necessary an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (iv) (i) a reduction in full or in part or cancellation of any such liability; (v) (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to convert a sum due hereunder it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Subsidiary Guaranty or any other Loan Document in one currency into another currency, Documents; or (vi) (iii) the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation variation of the Borrower terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. C-8 “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such sum due EEA Member Country from it time to time which is described in the EU Bail-In Legislation Schedule. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the Administrative Agentsupervision of an EEA Resolution Authority, (b) any Issuing Lender entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent; “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any Lender hereunder person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with Bail-In Legislation for the applicable provisions of this Agreement (the “Agreement Currency”)EEA Member Country, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, of any sum adjudged to be so due which Write‑Down and Conversion Powers are described in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment CurrencyEU Bail-In Legislation Schedule. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).C-9

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the appropriate Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender L/C Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the appropriate Business Day following receipt by the Administrative Agent, such Issuing Lender L/C Issuer or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender L/C Issuer or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender L/C Issuer or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender L/C Issuer or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender L/C Issuer or any Lender in such currencyCurrency, the Administrative Agent, such Issuing Lender L/C Issuer or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawLaw).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender the L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or the L/C Issuer from any Lender from the Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender212 the L/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender the L/C Issuer in such currency, the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable law). The agreement in this Section 10.20 shall survive the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower and each other Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower or any other Loan Party in the Agreement Currency, the Borrower and each other Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower or such other Loan Party (or to any other Person who may be entitled thereto under applicable law).. All of the Borrower’s and each other Loan Party’s obligations under this Section 10.19 shall survive termination of the Aggregate Revolving Commitments and repayment of all other Obligations hereunder. 10.20

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).. 127

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower each Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Bank, such Swingline Lender or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Bank, such Swingline Lender or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender from the Borrower any Loan Party in the Agreement Currency, the Borrower such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Bank, such Swingline Lender or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender in such currency, the Administrative Agent, such Issuing Bank, such Swingline Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower such Loan Party (or to any other Person who may be entitled thereto under applicable lawApplicable Law).

Judgment Currency. (a) Borrower’s obligations hereunder and under the other Credit 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 Administrative Agent, Collateral Agent, the respective L/C Lender or the respective Lender of the full amount of the Obligation Currency expressed to be payable to Administrative Agent, Collateral Agent, such L/C Lender or such Lender under this Agreement or the other Credit Documents. If, for the purposes purpose of obtaining or enforcing judgment against Borrower in any courtcourt or in any jurisdiction, it is becomes necessary to convert a sum due hereunder into or from any currency other Loan Document in one currency into another currency, than the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with Obligation Currency (such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it being hereinafter referred to the Administrative Agent, any Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made at the Dollar Equivalent thereof and, in the case of other than that currencies the rate of exchange (as quoted by Administrative Agent or if Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by Administrative Agent) determined, in each case, as of the day on which the judgment is given (such sum is denominated in accordance with the applicable provisions of this Agreement (day being hereinafter referred to as the “Agreement CurrencyJudgment Currency Conversion Date”). (b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion and the date of actual payment of the amount due by Borrower, Borrower covenants and agrees to pay, or cause to be discharged only to the extent that on the Business Day following receipt by the Administrative Agentpaid, such Issuing Lender or such Lenderadditional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the case may be, of any sum adjudged to be so due amount paid in the Judgment Currency, when converted at the Administrative Agentrate of exchange prevailing on the date of payment, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If will produce the amount of the Agreement Obligation Currency so which could have been purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lender, as the case may be, against such loss. If with the amount of Judgment Currency stipulated in the Agreement judgment or judicial award at the rate or exchange prevailing on the Judgment Currency so purchased is greater than Conversion Date. (c) For purposes of determining the sum originally due to the Administrative Agent, any Issuing Lender Dollar Equivalent or any Lender in such currency, the Administrative Agentother rate of exchange for this Section 13.15, such Issuing Lender or such Lender, as amounts shall include any premium and costs payable in connection with the case may be, agrees to return purchase of the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Obligation Currency. SECTION 13.16.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the each Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender the L/C Issuer hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender or the L/C Issuer from any Lender from the Borrower in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such Lenderthe L/C Issuer, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).207

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent or the applicable L/C Issuer, as the case may be, could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the L/C Issuers or any Lender the Revolving Loan Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent or such Lenderthe applicable L/C Issuer, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, may in accordance with its normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative AgentAgent or the applicable L/C Issuer, any Issuing Lender or any Lender as the case may be, from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender L/C Issuer or other Person to whom such Lender, as the case may be, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative AgentAgent or the applicable L/C Issuer, any Issuing Lender or any Lender as the case may be, in such currency, the Administrative Agent, such Issuing Lender Agent or such LenderL/C Issuer, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency after any premium and costs of exchange on the Business Day preceding that on which final judgment is given. The obligation of the Borrower each Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender or other Secured Party hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, Agent or such Issuing Lender or such Lenderother Secured Party, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, Agent or such Issuing Lender or such Lenderother Secured Party, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender from the Borrower any Loan Party in the Agreement Currency, the Borrower such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or such Issuing Lender or such Lenderother Secured Party, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender or other Secured Party in such currency, the Administrative Agent, Agent or such Issuing Lender or such Lenderother Secured Party, as the case may be, agrees to return the amount of any excess to the Borrower such Loan Party (or to any other Person who may be entitled thereto under applicable lawLaw).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency 106 into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent Agent, a Lender or an Issuing Lender, as applicable, could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower Company in respect of any such sum due from it to the Administrative Agent, Agent or any Issuing Lender or any Issuing Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender Agent or any Lender or Issuing Lender from the Borrower Company in the Agreement Currency, the Borrower Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, Agent or any Issuing Lender or any Issuing Lender in such currency, the Administrative Agent, Agent or such Issuing Lender or such Issuing Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law)Company.

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used to do so shall be that at which which, in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that the date on which final judgment is given, as determined by Administrative Agent in its discretion. The obligation of the Borrower each Credit Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender LC Issuer or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that the currency in which such sum is denominated in accordance with the applicable provisions of this Agreement or any other Loan Document (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender Agent (for itself or such on behalf of LC Issuer or a Lender, as the case may be, ) of any sum adjudged to be so due in the Judgment Currency, the Administrative AgentAgent may, such Issuing Lender or such Lender, as the case may be, may in accordance with normal banking procedures procedures, purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent, any Issuing Lender LC Issuer, or any a Lender from the Borrower any Credit Party in the Agreement Currency, the such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender or such LC Issuer, and each Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent, any Issuing Lender LC Issuer, or any a Lender in such currency, the Administrative Agent, such Issuing Lender LC Issuer, or such Lender, as the case may be, agrees to return the amount of any excess to the such Borrower (or to any other Person who may be entitled thereto under applicable lawApplicable Law).. 15.23