Common use of Obligation to Make Payment in Dollars Clause in Contracts

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Company, shall constitute a discharge of the obligation of the Company under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ECOLAB INC. By /s/ Xxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing is hereby agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: CIGNA Investments, Inc. (authorized agent) Name: Xxxxx X. Xxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: CIGNA Investments, Inc. (authorized agent) Name: Xxxxx X. Xxxx Title: Managing Director TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY Name: Xxxx Xxxxxxxxxx Title: Vice President THRIVENT FINANCIAL FOR LUTHERANS /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Name: Xxxx X. Xxxxxxx Title: Its Authorized Representative ING USA ANNUITY AND LIFE INSURANCE COMPANY By: ING Investment Management LLC, as Agent Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President ING LIFE INSURANCE AND ANNUITY COMPANY By: ING Investment Management LLC, as Agent Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY Name: Xxx Xxxxxxxx Title: Ass’t. Vice President, Investments /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments LONDON LIFE INSURANCE COMPANY Name: B.R. Xxxxxxx Title: AUTHORIZED SIGNATORY /s/ X.X. XXXXX Name: X.X. XXXXX Title: AUTHORIZED SIGNATORY Name and Address of Purchaser Notes to Be Purchased [NAME OF PURCHASER] €

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Company, shall constitute a discharge of the obligation of the Company under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you among you, the Parent Guarantor and the Company. Very truly yours, ECOLAB INC. By Container Applications Limited By: /s/ Xxxx Xxxxxxx X. Xxxxxxxx Page Name: Xxxxxxx X. Page Title: Vice President and Treasurer The foregoing is hereby agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY Chief Financial Officer CAI International, Inc. By: CIGNA Investments, Inc. (authorized agent) /s/ Xxxxxx Xxxxxx Name: Xxxxx X. Xxxx Xxxxxx Xxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: CIGNA Investments, Inc. (authorized agent) Name: Xxxxx X. Xxxx Title: Managing Director TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY Name: Xxxx Xxxxxxxxxx Title: Vice President THRIVENT FINANCIAL FOR LUTHERANS /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Name: Xxxx X. Xxxxxxx Title: Its Authorized Representative ING USA ANNUITY AND LIFE INSURANCE COMPANY By: ING Investment Management LLC, as Agent Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President ING LIFE INSURANCE AND ANNUITY COMPANY By: ING Investment Management LLC, as Agent Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY Name: Xxx Xxxxxxxx Title: Ass’t. Vice President, Investments /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments LONDON LIFE INSURANCE COMPANY Name: B.R. Xxxxxxx Title: AUTHORIZED SIGNATORY /s/ X.X. XXXXX Name: X.X. XXXXX Title: AUTHORIZED SIGNATORY Chief Executive Officer Name and Address of Purchaser Notes to Be be Purchased [NAME OF PURCHASER] €Payments

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the CompanyCompany or any other Note Party, shall constitute a discharge of the obligation of the Company Note Parties under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Company agrees Note Parties agree to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you you, the Company and the CompanyGuarantors. Very truly yours, ECOLAB INC. By /s/ Xxxx Xx Xxxxxxxx Name: Xx Xxxxxxxx Title: Authorized Signatory By /s/ Xx Xxxxxxxx Name: Xx Xxxxxxxx Title: Authorized Signatory By /s/ Xx Xxxxxxxx Name: Xx Xxxxxxxx Title: Authorized Signatory By /s/ Xx Xxxxxxxx Name: Xx Xxxxxxxx Title: Authorized Signatory By /s/ Xx Xxxxxxxx Name: Xx Xxxxxxxx Title: Director By /s/ Xxxxxxxxx X. Xxxxxxxx Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President and Treasurer The foregoing is hereby agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY Address: 101 Xxxxxxx Street New York, NY 10236 USA Fax: 000-000-0000 Attention: International Corporate Trust By: CIGNA InvestmentsAIG Asset Management (U.S.) LLC, Inc. (authorized agent) Investment Adviser By /s/ Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx X. Xxxx Xxxxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: CIGNA Investments, Inc. (authorized agent) Babson Capital Management LLC as Investment Adviser By /s/ Xxxx Xxxxxxxx Name: Xxxxx X. Xxxx Xxxxxxxx Title: Managing Director TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxxxx Xxxxxxxx Title: Vice President THRIVENT FINANCIAL FOR LUTHERANS Managing Director By: Northwestern Mutual Investment Management Company, LLC, its Investment Adviser By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Managing Director By /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Its Authorized Representative ING USA ANNUITY AND LIFE INSURANCE COMPANY By /s/ Xxxxx X. Xxxxxxx, Xx. Name: Xxxxx X. Xxxxxxx, Xx. Title: Executive Director By /s/ Xxxxx X. Xxxxxxx, Xx. Name: Xxxxx X. Xxxxxxx, Xx. Title: Executive Director By: ING Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Vice President By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxxx XxXxxxxxx Name: Xxxxx XxXxxxxxx Title: Vice President By: Voya Investment Management LLC, as Agent By /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President SECURITY LIFE OF DENVER INSURANCE COMPANY Managing Director By: ING Voya Investment Management Co. LLC, as Agent By /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Managing Director By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President ING LIFE INSURANCE AND ANNUITY COMPANY By: ING AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Assistant Vice President By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Assistant Secretary By: Provident Investment Management, LLC, its Agent By /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President, Senior Managing Director By: Provident Investment Management, LLC, its Agent By /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President, Senior Managing Director By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Investment Officer By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director By: Hartford Investment Management LLC, as Company Their Agent and Attorney-in-Fact By /s/ Xxxx Xxxx Name: Xxxxxxxxxxx X. Xxxxx Xxxx Xxxx Title: Senior Vice President GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY By: Sentinel Asset Management, Inc. By /s/ Xxxxx X. Xxxxxxxxx Name: Xxx Xxxxxxxx Xxxxx X. Xxxxxxxxx, CFA Title: Ass’t. Vice Vice-President, Investments /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments LONDON LIFE INSURANCE COMPANY Name: B.R. Xxxxxxx Title: AUTHORIZED SIGNATORY /s/ X.X. XXXXX Name: X.X. XXXXX Title: AUTHORIZED SIGNATORY Name and Address of Purchaser Notes to Be Purchased [NAME OF PURCHASER] €

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Company, shall constitute a discharge of the obligation of the Company under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ECOLAB INC. By By: /s/ Ching-Xxxx X. Xxxxxxxx Xxxx Title: Vice President and Treasurer The foregoing is hereby agreed to Accepted as of the date hereoffirst written above. CONNECTICUT GENERAL NEW YORK LIFE INSURANCE COMPANY By: CIGNA Investments/s/ Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management LLC, Its Investment Manager By: /s/Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: New York Life Investment Management LLC, Its Investment Manager By: /s/Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Director By: New York Life Investment Management LLC, Its Investment Manager By: /s/Xxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx Title: Director AVIVA LIFE AND ANNUITY COMPANY ROYAL NEIGHBORS OF AMERICA By: Aviva Investors North America, Inc. (Its authorized agent) attorney-in-fact By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: CIGNA Investments, Inc. (authorized agent) Name: Xxxxx X. Xxxx Title: Managing Director TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY Name: Xxxx Xxxxxxxxxx Title: Vice President THRIVENT FINANCIAL FOR LUTHERANS /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President VP – Private Fixed Income THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Name: Xxxx X. Xxxxxxx Title: Its Authorized Representative ING USA ANNUITY AND LINCOLN NATIONAL LIFE INSURANCE COMPANY By: ING Delaware Investment Advisers, a series of Delaware Management LLCBusiness Trust, as Agent Attorney-In-Fact By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx Xxxxxxx X. Xxxxx Xxxxxx Title: Senior Vice President SECURITY HARTFORD LIFE OF DENVER AND ANNUITY INSURANCE COMPANY By: ING Hartford Investment Management Company Their Agent and Attorney-In-Fact By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President PHYSICIANS LIFE INSURANCE COMPANY By: Hartford Investment Management Company Its Investment Manager By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President AXA EQUITABLE LIFE INSURANCE COMPANY By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment Manager MONY LIFE INSURANCE COMPANY By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Investment Manager By: Principal Global Investors, LLC, as Agent a Delaware limited liability company Its authorized signatory By: /s/ Xxxxxxxx X. XxXxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx X. XxXxxxxxx Title: Counsel By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President ING Counsel MASSACHUSETTS MUTUAL LIFE INSURANCE AND ANNUITY COMPANY By: ING Babson Capital Management LLC As Investment Management LLC, as Agent Adviser By: /s/ Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxxx X. Xxxxx Title: Senior Vice President GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY Name: Xxx Xxxxxxxx Title: Ass’t. Vice President, Investments /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments LONDON LIFE INSURANCE COMPANY Name: B.R. Xxxxxxx Title: AUTHORIZED SIGNATORY /s/ X.X. XXXXX Name: X.X. XXXXX Title: AUTHORIZED SIGNATORY Name and Address of Purchaser Notes to Be Purchased [NAME OF PURCHASER] €Managing Director

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Company, shall constitute a discharge of the obligation of the Company under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ECOLAB WABCO HOLDINGS INC. By /s/ Xxxx X. Xxxxxxxx Xxx Xxxx Name: Xxxx Xxx Xxxx Title: Vice President and Treasurer The foregoing This Agreement is hereby accepted and agreed to as of the date hereofthereof. CONNECTICUT GENERAL MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: CIGNA Investments, Inc. (authorized agent) Name: Xxxxx X. Xxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: CIGNA Investments, Inc. (authorized agent) Name: Xxxxx X. Xxxx Title: Managing Director TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY Name: Xxxx Xxxxxxxxxx Title: Vice President THRIVENT FINANCIAL FOR LUTHERANS Babson Capital Management LLC as Investment Adviser By /s/ Xxxx Xxxxxxx X. Xxxxxxx Name: Xxxx Xxxxxxx X. Xxxxxxx TitleIts: Vice President THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Name: Xxxx X. Xxxxxxx Title: Its Authorized Representative ING USA ANNUITY AND Managing Director CM LIFE INSURANCE COMPANY By: ING Babson Capital Management LLC as Investment Management Adviser By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Its: Managing Director This Agreement is hereby accepted and agreed to as of the date thereof. GENERAL AMERICAN LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager METLIFE INSURANCE COMPANY USA By: Metropolitan Life Insurance Company, its Investment Manager NEW ENGLAND LIFE INSURANCE COMPANY By: Metropolitan Life Insurance Company, its Investment Manager By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Its: Managing Director UNION FIDELITY LIFE INSURANCE COMPANY By: MetLife Investment Advisors, LLC, as Agent Its Investment Adviser By /s/ C. Xxxxx Xxxxxx Name: Xxxxxxxxxxx X. C. Xxxxx TitleXxxxxx Its: Senior Managing Director This Agreement is hereby accepted and agreed to as of the date thereof. NEW YORK LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Its: Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Its: Managing Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) By: NYL Investors LLC, its Investment Manager By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Its: Managing Director This Agreement is hereby accepted and agreed to as of the date thereof. VOYA INSURANCE AND ANNUITY COMPANY VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY RELIASTAR LIFE INSURANCE COMPANY SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Voya Investment Management LLC, as Agent By /s/ Xxxx Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxx TitleXxxx Xxxxxxx Its: Senior Vice President ING LIFE INSURANCE AND ANNUITY COMPANY XXX 2013-1 LLC By: ING Voya Investment Management Co. LLC, as Agent By /s/ Xxxx Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxx TitleXxxx Xxxxxxx Its: Senior Vice President This Agreement is hereby accepted and agreed to as of the date thereof. ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Its: Assistant Treasurer This Agreement is hereby accepted and agreed to as of the date thereof. THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK By: Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney in Fact By /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY BY: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Its: Vice President TRANSAMERICA LIFE INSURANCE COMPANY By: AEGON USA Investment Management, LLC, its investment manager By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Its: Vice President This Agreement is hereby accepted and agreed to as of the date thereof. STATE FARM LIFE INSURANCE COMPANY By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Its: Senior Investment Officer – Fixed Income By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Its: Investment Officer STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Its: Senior Investment Officer – Fixed Income By /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Its: Investment Officer This Agreement is hereby accepted and agreed to as of the date thereof. PACIFIC LIFE INSURANCE COMPANY By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Its: Assistant Vice President By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Its: Assistant Secretary This Agreement is hereby accepted and agreed to as of the date thereof. GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY Name: Xxx Xxxxxxxx Title: Ass’t. Vice President, Investments By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx TitleIts: Vice President, Investments LONDON By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Its: Assistant Vice President, Investments This Agreement is hereby accepted and agreed to as of the date thereof. THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA By /s/ Xxxxxxxxx X. Xxxxxx Name: B.R. Xxxxxxx TitleXxxxxxxxx X. Xxxxxx Its: AUTHORIZED SIGNATORY Senior Director This Agreement is hereby accepted and agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By /s/ X.X. XXXXX Xxxxx X. Van Name: X.X. XXXXX TitleXxxxx X. Van Its: AUTHORIZED SIGNATORY Name Treasurer & Investment Manager This Agreement is hereby accepted and Address agreed to as of Purchaser Notes the date thereof. CATHOLIC FINANCIAL LIFE GUIDEONE MUTUAL INSURANCE COMPANY UNITEDHEALTHCARE INSURANCE COMPANY MINNESOTA LIFE INSURANCE COMPANY CATHOLIC LIFE INSURANCE COLORADO BANKERS LIFE INSURANCE COMPANY DEARBORN NATIONAL LIFE INSURANCE COMPANY MTL INSURANCE COMPANY TRUSTMARK INSURANCE COMPANY By: Advantus Capital Management, Inc. By /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Its: Vice President This Agreement is hereby accepted and agreed to Be Purchased [NAME as of the date thereof. AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Its: Authorized Signatory This Agreement is hereby accepted and agreed to as of the date thereof. UNITED OF PURCHASER] €OMAHA LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Its: Vice President COMPANION LIFE INSURANCE COMPANY By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Its: An Authorized Signer This Agreement is hereby accepted and agreed to as of the date thereof. PHOENIX LIFE INSURANCE COMPANY By /s/ Xxxxxxxxxxx X. Xxxxxx, CFA Name: Xxxxxxxxxxx X. Xxxxxx, CFA Its: Executive Vice President & Chief Investment Officer PHL VARIABLE INSURANCE COMPANY By /s/ Xxxxxxxxxxx X. Xxxxxx, CFA Name: Xxxxxxxxxxx X. Xxxxxx, CFA Its: Executive Vice President & Chief Investment Officer This Agreement is hereby accepted and agreed to as of the date thereof. OHIO NATIONAL LIFE ASSURANCE CORPORATION By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Its: Vice President THE OHIO NATIONAL LIFE INSURANCE COMPANY By /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Its: Vice President DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Company, shall constitute a discharge of the obligation of the Company under this Agreement or the Notes only to the extent of the amount of Dollars which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “"London Banking Day” " shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, ECOLAB INC. [Name of Company] By /s/ Xxxx X. Xxxxxxxx [Title: Vice President and Treasurer The foregoing ] This Agreement is hereby accepted and agreed to as of the date hereof. CONNECTICUT GENERAL LIFE INSURANCE COMPANY By: CIGNA Investments[Add Purchaser Signature Blocks] Defined Terms67 As used herein, Inc. (authorized agent) Name: Xxxxx X. Xxxx Title: Managing Director LIFE INSURANCE COMPANY OF NORTH AMERICA By: CIGNA Investments, Inc. (authorized agent) Name: Xxxxx X. Xxxx Title: Managing Director TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY Name: Xxxx Xxxxxxxxxx Title: Vice President THRIVENT FINANCIAL FOR LUTHERANS /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY Name: Xxxx X. Xxxxxxx Title: Its Authorized Representative ING USA ANNUITY AND LIFE INSURANCE COMPANY By: ING Investment Management LLC, as Agent Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President SECURITY LIFE OF DENVER INSURANCE COMPANY By: ING Investment Management LLC, as Agent Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President ING LIFE INSURANCE AND ANNUITY COMPANY By: ING Investment Management LLC, as Agent Name: Xxxxxxxxxxx X. Xxxxx Title: Senior Vice President GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY Name: Xxx Xxxxxxxx Title: Ass’t. Vice President, Investments /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Investments LONDON LIFE INSURANCE COMPANY Name: B.R. Xxxxxxx Title: AUTHORIZED SIGNATORY /s/ X.X. XXXXX Name: X.X. XXXXX Title: AUTHORIZED SIGNATORY Name and Address of Purchaser Notes to Be Purchased [NAME OF PURCHASER] €the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: