Currency Rate Indemnity Clause Samples

Currency Rate Indemnity. (a) The Guarantor shall (to the extent lawful) indemnify the Trustee and the Noteholders and keep them indemnified against: (i) in the case of nonpayment by the Guarantor of any amount due to the Trustee, on behalf of the Noteholders, under this Guaranty any loss or damage incurred by any of them arising by reason of any variation between the rates of exchange used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Guarantor; and (ii) any deficiency arising or resulting from any variation in rates of exchange between (a) the date as of which the local currency equivalent of the amounts due or contingently due under this Guaranty or in respect of the Notes is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Guarantor, and (b) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any bankruptcy, insolvency or liquidation or any distribution of assets in connection therewith.

Currency Rate Indemnity. (a) The Company shall (to the extent lawful) indemnify the Trustee and the Holders of the Notes and keep them indemnified against: (i) in the case of nonpayment by the Company of any amount due to the Trustee, on behalf of the Holders of the Notes, under the Indenture any loss or damage incurred by any of them arising by reason of any variation between the rates of exchange used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Company; and (ii) any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the local currency equivalent of the amounts due or contingently due under the Indenture or in respect of the Notes is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Company, and (ii) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any bankruptcy, insolvency or liquidation or any distribution of assets in connection therewith. (b) The Company agrees that, if a judgment or order given or made by any court for the payment of any amount in respect of its obligations hereunder is expressed in a currency (the “Judgment Currency”) other than U.S. dollars (the “Denomination Currency”), it will indemnify the relevant Holder and the Trustee against any deficiency arising or resulting from any variation in rates of exchange between the date at which the amount in the Denomination Currency is notionally converted into the amount in the Judgment Currency for the purposes of such judgment or order and the date of actual payment thereof. (c) The above indemnities shall constitute separate and independent obligations of the Company from its obligations under the Indenture, will give rise to separate and independent causes of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment or the filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Company for a liquidated sum or sums in respect of amounts due under the Indenture or the Notes.”

Currency Rate Indemnity. The U.S. dollar is the sole currency of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes, including damages. Any amount with respect to the Notes or the Note Guarantee received or recovered in a currency other than U.S. dollars, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or any Guarantor or otherwise by any Holder or by the Trustee, in respect of any sum expressed to be due to it from the Issuer or any Guarantor will only constitute a discharge to the Issuer or any Guarantor to the extent of the U.S. dollar amount, which the recipient is able to purchase with the amount so received or recovered in that other currency on 10 the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Sensata Technologies B.V. c/o Sensata Technologies, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Chief Financial Officer 11 (I) or (we) assign and transfer this Note to: (Insert assignee’s legal name) and irrevocably appoint to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date:

Currency Rate Indemnity. The Company and the Guarantors agree that, if a judgment or order made by any court for the payment of any amount in respect of this Indenture, any Notes or any Note Guarantee is expressed in a currency other than U.S. dollars, each of the Company and the Guarantors will indemnify the relevant payee against any deficiency arising from any variation in rates of exchange between the date as of which the U.S. dollars currency is notionally converted into the judgment currency for the purposes of the judgment or order and the date of actual payment. This indemnity will constitute a separate and independent obligation from the other obligations of the Company and the Guarantors under this Indenture, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due under this Indenture, the Notes or any Note Guarantee.

Currency Rate Indemnity. The Company agrees that, if a judgment or order made by any court for the payment of any amount in respect of any Notes is expressed in a currency other than U.S. dollars, the Company will indemnify the relevant Holder against any deficiency arising from any variation in rates of exchange between the date as of which the U.S. dollars currency is notionally converted into the judgment currency for the purposes of the judgment or order and the date of actual payment. This indemnity will constitute a separate and independent obligation from the Company’s other obligations under this Indenture, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due under this Indenture or the Notes.

Currency Rate Indemnity. The U.S. dollar is the sole currency of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes, including damages. Any amount with respect to the Notes or the Note Guarantee received or recovered in a currency other than U.S. dollars, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or any Guarantor or otherwise by any Holder or by the Trustee, in respect of any sum expressed to be due to it from the Issuer or any Guarantor will only constitute a discharge to the Issuer or any Guarantor to the extent of the U.S. dollar amount, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: (I) or (we) assign and transfer this Note to: (Insert assignee’s legal name) and irrevocably appoint to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.15 of the Indenture, check the box below:

Currency Rate Indemnity. The U.S. dollar is the sole currency of account and payment for all sums payable by the Company or any Guarantor under or in connection with the Notes, including damages. Any amount with respect to the Notes or the guarantees thereof received or recovered in a currency other than U.S. dollars, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Company or any Guarantor or otherwise by any Holder or by the Trustee, in respect of any sum expressed to be due to it from the Company or any Guarantor will only constitute a discharge to the Company or any Guarantor to the extent of the U.S. dollar amount, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

Currency Rate Indemnity. (a) Except as provided in Section 8.7, each payment under this Agreement or the Notes shall be made in Japanese Yen. Any obligation to make payments under this Agreement, the Guaranty Agreement or the Notes in Japanese Yen will not be discharged or satisfied by any tender in any currency other than Japanese Yen, except to the extent such tender results in the actual receipt (after deduction of all reasonable fees and expenses relating to any conversion) by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into Japanese Yen, of the full amount in Japanese Yen of all amounts due in respect of this Agreement, the Guaranty Agreement or the Notes. If for any reason the amount in Japanese Yen so received falls short of the amount in Japanese Yen due in respect of this Agreement, the Guaranty Agreement or the Notes, the Company or each Guarantor, as the case may be, will, to the extent permitted by law, immediately pay such additional amount in Japanese Yen as may be necessary to compensate for the shortfall. (b) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of this Agreement, the Guaranty Agreement or the Notes in one currency into another currency, the rate of exchange used shall be that prevailing on the date of entry of final judgment. The obligation of the Company or each Guarantor in respect of any such sum due from it hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than Japanese Yen (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the party to whom such payment is owed of any sum adjudged to be so due in the Judgment Currency, such party may in accordance with normal procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally adjudged to be due in the Agreement Currency, each of the Company and each Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party against such loss.

Currency Rate Indemnity. The Issuer has agreed that, if a judgment or order made by any court for the payment of any amount in respect of any Notes is expressed in a currency other than U.S. dollars, the Issuer will indemnify the relevant holder against any deficiency arising from any variation in rates of exchange between the date as of which the U.S. dollars currency is notionally converted into the judgment currency for the purposes of the judgment or order and the date of actual payment. This indemnity will constitute a separate and independent obligation from the Issuer’s other obligations under the Indenture, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due under the Indenture or the Notes.¶