Common use of Foreign Currency Clause in Contracts

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's principal office in the Equivalent Dollar Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's main Chicago office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Parent Guarantor in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency.

Foreign Currency. The specification If, for the purposes of payment obtaining judgment in a specific currency at a specific place and time pursuant any court in any jurisdiction with respect to the Credit Agreement, any Note this Agreement or any other Loan Document is essential. That agreement between Seller and FGI, it becomes necessary to convert into a particular currency or those currencies are also (the currency of account and payment “Judgment Currency”) any amount due under this Guaranty. If the Parent Guarantor is unable for Agreement or such other agreement in any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if Judgment Currency (the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty“Currency Due”), the Administrative Agent may, at its option, require such payment to then conversion shall be made to the Administrative Agent's principal office in the Equivalent Dollar Amount and at the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's main Chicago office prevailing on the Business Day preceding that business day (in New York, New York) before the day on which final, non-appealable, judgment is given. The obligations In this Section 9.23, “rate of exchange” means the Parent Guarantor in respect of any sum due to any Lenderrate at which FGI is able, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lenderrelevant date, to purchase the Swing line Lender, Currency Due with the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may Judgment Currency in accordance with normalits normal practice at its office in New York, reasonable banking procedures purchase New York. In the specified currency with event that there is a change in the rate of exchange prevailing between such business day and the date of receipt by FGI of the amount due, Seller will, on the date of receipt by FGI, pay FGI such additional amount, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by FGI on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by it is the amount then due under this Agreement or such other currencyagreement in the Currency Due. If the amount of the specified currency Currency Due which FGI is so purchased able to purchase is less than the sum amount of the Currency Due originally due to such Lenderit, the Swing line Lender, the L/C Issuer Seller shall indemnify and save FGI harmless from and against all loss or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, 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 any such other agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by FGI from time to time and shall continue in full force and effect notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result order for a liquidated sum in payment respect of the an amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiencyAgreement or any such other agreement or under any judgment or order.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's ’s principal office in the Dollar Equivalent Dollar Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's ’s main Chicago office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Parent Guarantor in respect of any sum due to any Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, any Hedge Bank or any Cash Management Bank hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency.

Foreign Currency. The specification of payment (a) Each Credit Party’s obligation hereunder and under the other Credit Documents to make payments in a specific currency at a specific place and time U.S. Dollars (the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to the Credit Agreement, any Note judgment expressed in or converted into any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the preceding sentence or if the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this GuarantyAdministrative Agent, the Administrative Collateral Agent may, at its option, require such payment or the respective Lender of the full amount of the Obligation Currency expressed to be made payable to the Administrative Agent's principal office , the Collateral Agent or such Lender under this Agreement or the other Credit 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 the Obligation Currency (such other currency being hereinafter referred to as the “Foreign Currency”) an amount due in the Equivalent Dollar Amount and Obligation Currency, the conversion shall be made, at the rate of exchange used shall quoted by the Reference Bank, determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Foreign Currency Conversion Date”). (b) If there is a change in the rate of exchange prevailing between the Foreign Currency Conversion Date and the date of actual payment of the amount due, the Applicable Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that at which the amount paid in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency Foreign Currency, when converted at the Administrative Agent's main Chicago office rate of exchange prevailing on the Business Day preceding that on which finaldate of payment, non-appealable, judgment is given. The obligations of the Parent Guarantor in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If will produce the amount of the specified currency so Obligation Currency that could have been purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of with the amount of currency due under Foreign Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Foreign Currency Conversion Date. (c) For purposes of determining any rate of exchange for this GuarantySection, upon conversion to such amounts shall include any premium and costs payable in connection with the currency purchase of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiencyObligation Currency.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If the Parent any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if the Parent any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's ’s principal office in the Dollar Equivalent Dollar Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's main Chicago office ’s Office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Parent Guarantor Guarantors in respect of any sum due to any Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent Agent, any Hedge Bank under a Guaranteed Hedge Agreement or any Cash Management Bank under a Guaranteed Cash Management Agreement hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Line Lender, the L/C Issuer or Issuer, the Administrative Agent Agent, such Hedge Bank or such Cash Management Bank (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative AgentAgent or such Hedge Bank or Cash Management Bank, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency.

Foreign Currency. The specification of payment (a) Each Credit Party’s obligation hereunder and under the other Credit Documents to make payments in a specific currency at a specific place and time U.S. Dollars (the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to the Credit Agreement, any Note judgment expressed in or converted into any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the preceding sentence or if the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this GuarantyAdministrative Agent, the Administrative Collateral Agent may, at its option, require such payment or the respective Lender of the full amount of the Obligation Currency expressed to be made payable to the Administrative Agent's principal office , the Collateral Agent or such Lender under this Agreement or the other Credit 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 the Obligation Currency (such other currency being hereinafter referred to as the “Foreign Currency”) an amount due in the Equivalent Dollar Amount and Obligation Currency, the conversion shall be made, at the rate of exchange used shall quoted by the Reference Bank, determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Foreign Currency Conversion Date”). (b) If there is a change in the rate of exchange prevailing between the Foreign Currency Conversion Date and the date of actual payment of the amount due, the Borrowers covenant and agree to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that at which the amount paid in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency Foreign Currency, when converted at the Administrative Agent's main Chicago office rate of exchange prevailing on the Business Day preceding that on which finaldate of payment, non-appealable, judgment is given. The obligations of the Parent Guarantor in respect of any sum due to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If will produce the amount of the specified currency so Obligation Currency that could have been purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of with the amount of currency due under Foreign Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Foreign Currency Conversion Date. (c) For purposes of determining any rate of exchange for this GuarantySection, upon conversion to such amounts shall include any premium and costs payable in connection with the currency purchase of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiencyObligation Currency.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. (a) If the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent mayso notifies the Guarantor in writing, at its option, require such payment to be made to the Administrative Agent's principal office ’s good faith discretion, payments under this Guaranty shall be the Dollar Equivalent of the Guaranteed Obligations or any portion thereof, determined as of the date payment is made. (b) If, for the purposes of obtaining judgment in the Equivalent Dollar Amount and any court, it is necessary to convert a sum due hereunder 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 specified first currency with such other currency at the Administrative Agent's main Chicago office on the Business Day preceding that on which final, non-appealable, final judgment is given. The obligations obligation of the Parent Guarantor in respect of any such sum due from it to any Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the specified currencyapplicable provisions of this Guaranty (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (Agent, as the case may be) , of any sum adjudged to be so due in such other currency such Lenderthe Judgment Currency, the Swing line LenderAdministrative Agent, the L/C Issuer or the Administrative Agent (as the case may be) , may in accordance with normal, reasonable normal banking procedures purchase the specified currency Agreement Currency with such other currencythe Judgment Currency. If the amount of the specified currency Agreement Currency so purchased is less than the sum originally due to such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as from the case may be) Guarantor in the specified currencyAgreement Currency, each the Guarantor 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 against such Lenderloss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Swing line LenderAdministrative Agent agrees to return the amount of any excess to the Guarantor (or to any other Person who may be entitled thereto under applicable law). By: Name: Title: Address: To: HSBC Bank USA, N.A., as Administrative Agent Ladies and Gentlemen: This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.14 of that certain Credit Agreement, dated as of March 2, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among American Eagle Outfitters, Inc. (the “Company”), AEO Management Co. (“AMC”), AEO International Corp. (“AIC”, and together with the Company and AMC, the “U.S. Borrowers”), AE North Holdings Co. (“AE North”) and American Eagle Outfitters Canada Corporation (“AEO Canada”, and together with AE North, the “Canadian Borrowers”), certain Subsidiaries of the Company party thereto pursuant to Section 2.14 of the Credit Agreement (each a “Designated Borrower”, and together with the U.S. Borrowers and the Canadian Borrowers, each a “Borrower”, and collectively, the “Borrowers”), each lender from time to time party thereto (the “Lenders”), and HSBC Bank USA, N.A., as Administrative Agent, Joint Lead Arranger, Joint Bookrunner (the “Administrative Agent”) and as an L/C Issuer, PNC Capital Markets LLC, as Joint Lead Arranger and Joint Bookrunner, PNC Bank, National Association, as Syndication Agent and as an L/C Issuer or the Administrative Agentand JPMorgan Chase Bank, N.A. and ▇▇▇▇▇ Fargo Bank, N.A., as Co-Documentation Agents. All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the case may bemeanings assigned to them in the Credit Agreement. Each of (the “Designated Borrower”) and the Company hereby confirms, against such loss. In the event that any payment, whether pursuant represents and warrants to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause that the Designated Borrower is a Subsidiary of action against the Subsidiary Guarantors for Company. The documents required to be delivered to the deficiencyAdministrative Agent under Section 2.14 of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement.

Foreign Currency. The specification If, for the purposes of payment obtaining judgment in a specific currency at a specific place and time pursuant any court in any jurisdiction with respect to the Credit Agreement, any Note this Agreement or any other Loan Document is essential. That agreement between Seller and FGI, it becomes necessary to convert into a particular currency or those currencies are also (the currency of account and payment “Judgment Currency”) any amount due under this Guaranty. If the Parent Guarantor is unable for Agreement or such other agreement in any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if Judgment Currency (the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty“Currency Due”), the Administrative Agent may, at its option, require such payment to then conversion shall be made to the Administrative Agent's principal office in the Equivalent Dollar Amount and at the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's main Chicago office prevailing on the Business Day preceding that business day (in New York, New York) before the day on which final, non-appealable, judgment is given. The obligations In this Section 25, “rate of exchange” means the Parent Guarantor in respect of any sum due to any Lenderrate at which FGI is able, the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lenderrelevant date, to purchase the Swing line Lender, Currency Due with the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may Judgment Currency in accordance with normalits normal practice at its office in New York, reasonable banking procedures purchase New York. In the specified currency with event that there is a change in the rate of exchange prevailing between such business day and the date of receipt by FGI of the amount due, Seller will, on the date of receipt by FGI, pay FGI such additional amount, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by FGI on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by it is the amount then due under this Agreement or such other currencyagreement in the Currency Due. If the amount of the specified currency Currency Due which FGI is so purchased able to purchase is less than the sum amount of the Currency Due originally due to such Lenderit, the Swing line Lender, the L/C Issuer Seller shall indemnify and save FGI harmless from and against all loss or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, 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 any such other agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by FGI from time to time and shall continue in full force and effect notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result order for a liquidated sum in payment respect of the an amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiencyAgreement or any such other agreement or under any judgment or order.

Foreign Currency. The specification Canadian Subsidiary Guarantor covenants and agrees to and in favor of payment in a specific currency at a specific place each Holder and time pursuant to the Credit AgreementTrustee and Collateral Agent, if, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder, under any Note Guarantee or under the Notes in any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currencythe “Original Currency”) as required by the preceding sentence or if the Parent Guarantor defaults in the payment when due of any payment of a specific into another currency (other than United States currencythe “Other Currency”) under this Guarantythe parties hereto agree, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's principal office in the Equivalent Dollar Amount and 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 Trustee or the Collateral Agent, as applicable, could purchase the specified currency Original Currency with such other currency the Other Currency at the Administrative Agent's main Chicago office noon (New York time), on the second Business Day preceding that on which final, non-appealable, final judgment is given. The obligations obligation of the Parent Guarantor Company or any Subsidiary Guarantor, as applicable, in respect of any sum due to in the Original Currency from it hereunder, under any Lender, Note Guarantee or under any of the Swing line Lender, the L/C Issuer or the Administrative Agent hereunder Notes shall, notwithstanding any judgment in a currency other than the specified currencyany Other Currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Lender, the L/C Issuer Trustee or the Administrative Agent (Collateral Agent, as the case may be) applicable, of any sum adjudged to be so due in such other currency such Lender, Other Currency the Swing line Lender, the L/C Issuer Trustee or the Administrative Agent (Collateral Agent, as the case may be) applicable, may in accordance with normal, reasonable normal banking procedures purchase the specified currency Original Currency with such other currency. If Other Currency; if the amount of the specified currency Original Currency so purchased is less than the sum originally due to such Lenderin the Original Currency, the Swing line Lender, the L/C Issuer Company or the Administrative Agent (Subsidiary Guarantor, as the case may be) in the specified currencyapplicable, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Lender, the L/C Issuer applicable Trustee or the Administrative Collateral Agent, as the case may beapplicable, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of and if the amount of currency the Original Currency so purchased exceeds the sum originally due under this Guarantyin the Original Currency, upon conversion the Trustee or the Collateral Agent, as applicable, agrees to remit to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against Company or the Subsidiary Guarantors for the deficiencyGuarantor, as applicable, such excess.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If the Parent any Subsidiary Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if the Parent any Subsidiary Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's ’s principal office in the Dollar Equivalent Dollar Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's main Chicago office ’s Office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Parent Guarantor Guarantors in respect of any sum due to any Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency.

Foreign Currency. The specification of payment in a specific currency at a specific place and time pursuant to the Credit Agreement, any Note or any other Loan Document is essential. That currency or those currencies are also the currency of account and payment under this Guaranty. If the Parent Guarantor is unable for any reason to effect payment of a specific currency (other than United States currency) as required by the preceding sentence or if the Parent Guarantor defaults in the payment when due of any payment of a specific currency (other than United States currency) under this Guaranty, the Administrative Agent may, at its option, require such payment to be made to the Administrative Agent's ’s principal office in the Dollar Equivalent Dollar Amount and the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's ’s main Chicago office on the Business Day preceding that on which final, non-appealable, judgment is given. The obligations of the Parent Guarantor in respect of any sum due to any Lender, the Swing line :Line Lender, the L/C Issuer or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent (as the case may be) in the specified currency, each Guarantor agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender, the Swing line Line Lender, the L/C Issuer or the Administrative Agent, as the case may be, against such loss. In the event that any payment, whether pursuant to a judgment or otherwise, does not result in payment of the amount of currency due under this Guaranty, upon conversion to the currency of account and transfer to the place specified for payment, the Administrative Agent and the Lenders have an independent cause of action against the Subsidiary Guarantors for the deficiency.