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 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. 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 (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, 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. 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, 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 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 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 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 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 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 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 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 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, 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 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. 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 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, 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. 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, 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).

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 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 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 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 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. 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 the normal banking procedures the Revolving Facility 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 them to the Revolving Facility 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 the Revolving Facility Administrative Agent, such Issuing Agent or the relevant Lender or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Revolving Facility Administrative Agent, such Issuing Agent or the relevant Lender or such Lender, as the case may be, may in accordance with the 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 Revolving Facility Administrative Agent, any Issuing Lender Agent or any such Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Revolving Facility 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 Revolving Facility Administrative Agent, any Issuing Lender Agent or any such Lender in such currency, the Revolving Facility 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).

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 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 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 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 applicable Spot Rate as of the Business Day preceding that on which final judgment is givengiven (which for the avoidance of doubt, will be determined two Business Days prior to such final judgment as specified in the definition of Spot Rate). 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, Agent or 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, Agent or 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, Agent or any Issuing Lender or any Lender L/C Issuer from the any Borrower in the Agreement Currency, the each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or 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, Agent or any Issuing Lender or any Lender L/C Issuer in such currency, the Administrative Agent, Agent or such Issuing Lender or such LenderL/C Issuer, 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 lawLaw). All obligations of the Borrowers under this Section 10.23 shall survive termination of the Facilities and repayment of all other Obligations hereunder.

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 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 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 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 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 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 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 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 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, 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, 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 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 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 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 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 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).. The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above. BXXXXXX TECHNOLOGY COMPANY, INC. By: /s/ Gxxxxx X Xxxxx Name: Gxxxxx X Xxxxx Title: Chairman and Chief Executive Officer MAINSEE 430. VV GMBH (TO BE RENAMED “BXXXXXX GERMANY HOLDING GMBH”) By: /s/ Kxxx X. Xxxxxxxxxx Name: Kxxx X. Xxxxxxxxxx Title: Managing Director BXXXXXX GERMANY GMBH By: /s/ Kxxx X. Xxxxxxxxxx Name: Kxxx X. Xxxxxxxxxx Title: Managing Director OXY-DRY MASCHINEN GMBH By: /s/ Vxxxx X. Xxxxxxx Vxxxx X. Xxxxxxx Unauthorized Representative (Vollmachtloser Vertreter) subject to the consent (Genehmigung) of Oxy-Dry Maschinen GmbH’s managing director LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent and as Issuing Lender By: /s/ Lincoln Sxxxxx Name: Lincoln Sxxxxx Title: SVP LASALLE BANK NATIONAL ASSOCIATION, as Bridge Lender By: /s/ Lincoln Sxxxxx Name: Lincoln Sxxxxx Title: SVP LASALLE BANK NATIONAL ASSOCIATION, as Permanent Lender By: /s/ Lincoln Sxxxxx Name: Lincoln Sxxxxx Title: SVP ANNEX A LENDERS, COMMITMENTS AND PRO RATA SHARES

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 Loan Party 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 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 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 such Loan 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 any Borrower in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the Fronting 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 the Fronting 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 the Fronting 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 the Fronting Bank 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 Fronting 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 the Fronting Bank or any Lender in such currency, the Administrative Agent, such Issuing Lender the Fronting 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).. 107 108

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 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 Issuing Lender Lender, or any Issuing 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 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, such Issuing Lender 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 Lender, or any Issuing Lender or from 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 Issuing Lender 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, any Issuing Lender Lender, or any Issuing Lender in such currency, the Administrative Agent, such Issuing Lender Lender, or such Issuing Lender, as the case may be, agrees to return the amount of any excess to the Borrower applicable 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 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 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. IfThe obligations of the Borrower hereunder and under the other Credit Documents to make payments in Dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than Dollars, except to the extent that such tender or recovery results in the effective receipt by the Sole Lead Arranger, the Administrative Agent or the respective Lender of the full amount of Dollars expressed to be payable to the Sole Lead Arranger, the Administrative Agent or such Lender under this Agreement or the other Credit Documents. The Borrower agrees to indemnify the Sole Lead Arranger, the Administrative Agent and each Lender against any loss incurred by the Sole Lead Arranger, the Administrative Agent or such Lender as a result of any judgment or order being given or made for the purposes payment of obtaining judgment in any court, it is necessary to convert a sum amount 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 the Administrative Agent, any Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment expressed and paid in a currency other than Dollars (such other currency, the “Judgment Currency”) other than that in and as a result of any variation between (a) the rate of exchange at which the Dollar amount is converted into the Judgment Currency for the purposes of such sum judgment or order, and (b) the rate of exchange at which the Sole Lead Arranger, the Administrative Agent or such Lender is denominated in accordance able to purchase Dollars with the applicable provisions amount of this Agreement (Judgment Currency actually received by the “Agreement Currency”)Sole Lead Arranger, be discharged only the Administrative Agent or such Lender. The foregoing indemnity shall, to the extent that on permitted by Applicable Law, constitute a separate and independent obligation of the Business Day following receipt Borrower, shall continue in full force and effect notwithstanding any such judgment or order as aforesaid, and shall not be affected by judgment being obtained for any other sums due under this Agreement or under any other Credit Document. The term “rate of exchange” shall include any premiums and costs payable in connection with the Administrative Agentpurchase of, such Issuing Lender or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currencyconversion into, 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 Currencyrelevant currency. If the amount of the Agreement Currency Dollars so purchased is less than and transferred to the sum Sole Lead Arranger, the Administrative Agent or the respective Lender exceeds the amount originally due to the Administrative Agent, any Issuing Lender or any Lender from the Borrower in the Agreement CurrencySole Lead Arranger, 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 then the case may beSole Lead Arranger, against the Administrative Agent or such loss. If Lender shall transfer, or caused to be transferred, to the Borrower 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)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 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 otherthan 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 147 152302503 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 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 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 (1) 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 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 applicable Loan Party in respect of any such sum due from it to the Administrative Agent, any Issuing Lender Agent or any Lender or 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, Agent or 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, Agent or 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 Agent or any Lender or Issuing Bank from the Borrower any Loan Party in the Agreement Currency, the Borrower each Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, Agent or 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 Lender Agent or any Lender or Issuing Bank in such currency, the Administrative Agent, Agent or such Issuing Lender or such LenderIssuing Bank, as the case may be, agrees to return the amount of any excess to the Borrower applicable Loan Party (or to any other Person who may be entitled thereto under applicable law).

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 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. The obligations of the Borrower and the other Loan Parties hereunder and under the other Loan Documents to make payments in U.S. 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 Administrative Agent or a Lender or an Issuing Bank of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, Lender or Issuing Bank under this Agreement or the other Loan Documents. If, for the purposes purpose of obtaining or enforcing judgment in any court, it is necessary to convert a sum due hereunder against the Borrower or any other Loan Document Party or in one any court or in any jurisdiction, it becomes necessary to convert into or from any currency into another currencyother 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 U.S. Dollar Equivalent, or, in the case of other currencies, the rate of exchange used shall be that at which in accordance with normal banking procedures (as quoted by 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 or if the Administrative AgentAgent does not quote a rate of exchange on such currency, any Issuing Lender or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment by a known dealer in a such 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 designated by the Administrative Agent) determined, such Issuing Lender or such Lenderin each case, as of the case may be, of any sum adjudged date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to be so due as the "Judgment Currency Conversion Date"). If there is a change 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 rate of exchange prevailing between the Judgment Currency. If Currency Conversion Date and the date of actual payment of 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 Currencydue, the Borrower agreescovenants and agrees to pay, or cause to be paid, 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. For purposes of determining the U.S. 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.

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 125 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 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, eachBorrower, the 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 BorrowersBorrower (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 11.22,11.23, such amounts shall include any premium and costs payable in connection with the purchase of Dollars. SECTION 11.24

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 the 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 the 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 the 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 the 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 the 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 the Letter of Credit Issuer or any Lender in such currency, the Administrative Agent, such Issuing Lender the 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 could purchase the first currency with such other currency 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 the Administrative Agent, any Issuing Lender or any Lender hereunder or and under the other Loan Documents shallto make payments in Dollars, notwithstanding in Patacas or in HK Dollars, as the case may be (the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or a Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or Lender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against the Borrower, any other Loan Party or the Sponsor 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”) other than that an amount due in which the Obligation Currency, the conversion shall be made, at the equivalent in such sum is denominated in accordance with the applicable provisions Obligation Currency of this Agreement such amount (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt determined by the Administrative AgentAgent pursuant to Section 1.4 using the applicable Exchange Rate with respect to such Obligation Currency), 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 “Judgment Currency Conversion Date”). 230 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, the Borrower covenants and agrees to pay, or cause to be paid, 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 of exchange prevailing on the Judgment Currency so purchased is greater than Conversion Date. For purposes of determining the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative AgentDollar Equivalent, 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.

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, the Fronting L/C Issuer 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 the Fronting L/C Issuer 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 the Fronting L/C Issuer 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, the Fronting L/C Issuer 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 the Fronting L/C Issuer 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 the Fronting L/C Issuer 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 the Fronting L/C Issuer or the Administrative Agent, any Issuing Lender or any Lender as may be the case, in such currency, the Fronting L/C Issuer 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).. 77

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 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).. [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 from any Borrower 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 non-appealable judgment is given. The obligation obligations of the applicable 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 AgentAgent or such Lender, any Issuing Lender or any Lender as the case may be, from the applicable Borrower in the Agreement Currency, the applicable Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify 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 currencythe Agreement 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 applicable 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 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). [Signature pages follow, schedules and exhibits intentionally omitted.] cl ANNEX B SCHEDULE 1.01 SUSTAINABILITY TABLE KPI Metric KPI #1 Target / Threshold RY23 RY24 RY25 RY26 Greenhouse Gas Emissions Reduction Cumulative Percentage (vs. 2019 baseline) Target A 4.20% 8.40% 12.60% 16.80% KPI Metric KPI #2 Target / Threshold RY23 RY24 RY25 RY26 Inclusion Training Participation Percentage Threshold A n/a 75% 75% 75% Target B n/a 75 - 79% 75 - 79% 75 - 79% Target C n/a 80 – 84% 80 – 84% 80 – 84% Target D n/a 85% 85% 85% ANNEX C EXHIBIT I [FORM OF] SUSTAINABILITY CERTIFICATE PNC BANK, National Association, as Administrative Agent [ADDRESS] Telephone: [ ] Email: [ ] Fax: [ ] Attention: [ ] [Date] Ladies and Gentlemen: This Sustainability Certificate (this "Certificate") is furnished pursuant to Section 2.21(e) of the Credit Agreement (defined below). Reference is hereby made to the Credit Agreement, dated as of June 30, 2022 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"), among ANSYS, Inc., a Delaware corporation (the "Borrower"), the lenders from time to time party thereto, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings provided in the Credit Agreement. THE UNDERSIGNED XXXXXX CERTIFIES SOLELY IN [HIS/HER] CAPACITY AS [CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER, CHIEF SUSTAINABILITY OFFICER, TREASURER, ASSISTANT TREASURER, CONTROLLER OR SENIOR VICE PRESIDENT OF FINANCE] OF THE BORROWER AND NOT IN AN INDIVIDUAL CAPACITY (AND WITHOUT PERSONAL LIABILITY) THAT:

Judgment Currency. IfThis is an international loan ----------------- transaction in which the specification of Dollars is of the essence, and Dollars shall in each instance be the currency of account and payment in all instances. A payment obligation in Dollars hereunder 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 Lenders of the full amount of Dollars payable to the Administrative Agent, the Collateral Agent and the Lenders under this 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 Dollars 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 U.S. Dollars in New York, New York with the first currency with such other currency Other Currency on the Business Day next preceding that the day on which final such judgment is givenrendered. The obligation of the Borrower Terra UK in respect of any such sum due from it to the Administrative Agent, any Issuing Lender or any Lender the Collateral Agent and the Lenders hereunder or under the any other Loan Documents Document 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 the Collateral Agent or any Lender or such Lender, as the case may be, of any sum adjudged to be so due hereunder in the Judgment Currency, Other 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 Dollars with the Judgment Currency. If the amount of the Agreement Currency judgment currency so purchased is less than the sum originally due adjudged to the Administrative Agent, any Issuing Lender or any Lender from be due; and the Borrower 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 or such Lenderthe Collateral Agent and the Lenders against, as and to pay the case may beAdministrative Agent, against such loss. If the Collateral Agent and Lenders on demand, in Dollars, the amount of the Agreement Currency so purchased is greater than (if any) by which the sum originally due to the Administrative Agent, any Issuing Lender or any Lender Agent and the Lenders in such currency, the Administrative Agent, such Issuing Lender or such Lender, as the case may be, agrees to return Dollars 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 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).. Section 15.07

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, 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 Collateral 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 Loan Parties in respect of any such sum due from it to the Administrative Agent, any Issuing Lender the Collateral 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 U.S. dollars (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent, such Issuing Lender the Collateral 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 the Collateral 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 the Collateral Agent or any Lender from the Borrower any Loan Party in the Agreement Currency, the Borrower agreesLoan Parties, jointly and severally, agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, such Issuing Lender the Collateral 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 the Collateral Agent or any Lender in such currency, the Administrative Agent, such Issuing Lender the Collateral 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 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 137 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 Borrower 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 Grantor in the Agreement Currency, the Borrower 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 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 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 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 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 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 such other Loan Party (or to any other Person who may be entitled thereto under applicable lawApplicable Law). All of the Borrower’s and each other Loan Party’s obligations under this Section 11.19 shall survive termination of the Aggregate 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 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, 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 110 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 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 Agent or any Lender in such currencyCurrency, 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).. 152

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 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”) other than that in which such sum is denominated in accordance with the applicable provisions of this Reimbursement and Pledge 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 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 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 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 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 Borrowers in the Agreement Currency, the Borrower Borrowers 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 Borrowers (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 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 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 obligations 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 shallto make payments in Dollars, notwithstanding in Euros or in Sterling, as the case may be (the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or a Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or Lender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against the Borrower or any other Loan 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 “Judgment Currency”) other than that an amount due in which the Obligation Currency, the conversion shall be made, at the equivalent in such sum is denominated in accordance with the applicable provisions Obligation Currency of this Agreement such amount (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt determined by the Administrative AgentAgent pursuant to Section 1.08 using the applicable Exchange Rate with respect to such Obligation currency), 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 “Judgment Currency Conversion Date”). 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, the Borrower covenants and agrees to pay, or cause to be paid, 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 judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. AMERICAS/2023410772.1 2023410772.9 204 Credit Agreement Currency so purchased is greater than For purposes of determining the sum originally due to the Administrative Agent, any Issuing Lender or any Lender in such currency, the Administrative AgentDollar Amount, 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.

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 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 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 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).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 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).

Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other First Lien 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 First Lien 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 Secured Parties hereunder or under the other First Lien 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 First Lien 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 First Lien 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 First Lien Administrative Agent, any Issuing Lender or any Lender Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the First Lien 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 First Lien Administrative Agent, any Issuing Lender or any Lender Agent in such currency, the First Lien Administrative Agent, such Issuing Lender or such Lender, as the case may be, Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable lawRequirements of Law).. -179- [EMEA_ACTIVE 302040156_13]

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, the Brazilian Administrative 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, the Brazilian Administrative 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, the Brazilian Administrative 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, the Brazilian Administrative 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, the Brazilian Administrative 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, the Brazilian Administrative 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 Brazilian Administrative 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.