Common use of Additional Alternative Currencies Clause in Contracts

Additional Alternative Currencies. The Borrowers may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time), ten Business Days prior to the date of the requested Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time), five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested Letters of Credit in such requested currency at that time. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrowers.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency currency, other than those specifically listed in the definition of “Dollars and any existing Alternative Currency;” , that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)2:00 p.m., ten (10) Business Days prior to the date of the requested Letter of desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)2:00 p.m., five on the second Business Days after receipt Day immediately preceding the requested date of such request the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. (c) Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the Borrowers.Borrower. 1.07

Additional Alternative Currencies. The Borrowers Administrative Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. p.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. p.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Administrative Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.07, the Administrative Agent shall promptly so notify the BorrowersAdministrative Borrower.

Additional Alternative Currencies. The Borrowers may from time to time request that Letters of Credit Loans be made and Credits be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such Each such request shall will be subject to the prior approval of all Lenders; provided, however, to the extent such request relates solely to Letters of Credit, subject only to the prior approval of the Administrative Agent and the Applicable Issuing Bankapplicable L/C Issuer. Any such request shall will be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten Business Days prior to the desired date for making the requested Loan or desired issuance date of the requested Letter of Credit (or such other time or date Credit, as may be agreed by the applicable. Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall will notify the Administrative AgentBorrower, not later than 12:00 p.m. (Standard Time)9:00 a.m., five Business Days after receipt of such request whether it consentsthe Lenders have consented, in its their sole discretion, to the making of the requested Loan or the issuance of Letters of the requested Credit, as the case may beapplicable, in such requested currency. Any failure by the Applicable Issuing Bank Administrative Agent to respond to such request within the time period specified in the preceding sentence shall will be deemed to be a refusal by the Lenders to permit such Issuing Bank Loan to issue be made or such Credit to be issued in such requested currency. If the requested Letters Lenders consent to the making of Credit such Loan or the issuance of such Credit, as applicable, in such requested currency at that time. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in (an “Additional Alternative Currency”), such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall Additional Alternative Currency will thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrowerssuch Loan or Credit.

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time), ten Business Days prior to the date of the requested Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time), five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested Letters of Credit in such requested currency at that time. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. (a) The Borrowers Company may from time to time request that Eurodollar Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request with respect to the making of Eurodollar Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankLenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable Issuing Bankcase of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Eurodollar Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank Each Lender (in the case of any such request pertaining to Eurodollar Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurodollar Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by a Lender or the Applicable Issuing Bank L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender or the L/C Issuer, as the case may be, to issue the requested permit Eurodollar Rate Loans to be made or Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and all the Applicable Issuing Bank Lenders consent to making Eurodollar Rate Loans in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurodollar Rate Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.08, the Administrative Agent shall promptly so notify the BorrowersCompany. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. The Borrowers Administrative Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Administrative Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.07, the Administrative Agent shall promptly so notify the BorrowersAdministrative Borrower.

Additional Alternative Currencies. (a) The Borrowers may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “"Alternative Currency;” " provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten 20 Business Days prior to the date of the requested Letter of desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereofL/C Issuer of any such request. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five ten Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. (c) Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower Agent and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.09, the Administrative Agent shall promptly so notify the Borrowers.Borrower Agent. 1.10

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit Eurocurrency Rate Advances be issued made in a currency other than those specifically listed in the definition of “Alternative Committed Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request with respect to the making of Eurocurrency Rate Advances, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankLenders. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 A.M. (Standard Time), ten New York City time) 20 Business Days prior to the date of the requested Letter of Credit desired Advance (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative In the case of any such request pertaining to Eurocurrency Rate Advances, the Agent shall promptly notify the Applicable Issuing Bank each Lender thereof. The Applicable Issuing Bank Each Lender (in the case of any such request pertaining to Eurocurrency Rate Advances) shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 A.M. (Standard Time), five New York City time) 10 Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit, as the case may be, Eurocurrency Rate Advances in such requested currency. Any failure by the Applicable Issuing Bank a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender to issue the requested Letters of Credit permit Eurocurrency Rate Advances to be made in such requested currency at that timecurrency. If the Administrative Agent and all the Applicable Issuing Bank Lenders consent to the issuance of Letters of Credit making Eurocurrency Rate Advances in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative a Committed Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.04, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollars. Such Dollars and such request shall be subject to the approval of is approved by the Administrative Agent and the Applicable Issuing BankL/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten 20 Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, L/C Issuer in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five ten Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. (c) Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.08, the Administrative Agent shall promptly so notify the Borrowers.Borrower. 1.09

Additional Alternative Currencies. The Borrowers may from time to time request that U.S. Letters of Credit be issued in a currency other than those specifically listed in the definition of Dollars, Euros or any other any other currency previously approved under this Section 1.07 from time to time as an “Alternative Currency;” provided ”; provided, that such requested currency is a (a) lawful currency that is readily available and freely transferable transferrable and convertible into U.S. dollars. Such request shall be subject to the approval of Dollars and (b) approved by the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. ten (Standard Time), ten 10) Business Days prior to the date of the requested Letter of Credit (or such other time or date as may be period agreed by the Administrative Agent and the Applicable Issuing Bank, Bank in its or their sole discretion). The ) prior to the date of the desired issuance of a Letter of Credit in such currency, and the Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five (5) Business Days (or such other period of time as may be agreed by the Administrative Agent and the Issuing Bank in their sole discretion) after receipt of such request whether it consents, in its sole discretion, to the issuance of U.S. Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank to so respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the Issuing Bank to issue the requested U.S. Letters of Credit in such the requested currency at that timecurrency. If such alternative currency is approved by the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currencyBank, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter the issuance of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the BorrowersU.S. Letters of Credit.

Additional Alternative Currencies. The Borrowers Company may from time to time request that Eurodollar Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request with respect to the making of Eurodollar Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankLenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. 42 Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable Issuing Bankcase of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Eurodollar Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank Each Lender (in the case of any such request pertaining to Eurodollar Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurodollar Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by a Lender or the Applicable Issuing Bank L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender or the L/C Issuer, as the case may be, to issue the requested permit Eurodollar Rate Loans to be made or Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and all the Applicable Issuing Bank Lenders consent to making Eurodollar Rate Loans in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurodollar Rate Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.08, the Administrative Agent shall promptly so notify the BorrowersCompany.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and the Applicable applicable Issuing BankBanks. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested issuance, extension or increase of any Letter of Credit to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the Applicable applicable Issuing Bank, in its or their sole discretionBanks). The Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. (c) Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.11, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Revolving Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and Agent; and, in the Applicable case of any such request with respect to Revolving Loans, each Revolving Lender; and, in the case of any such request with respect to the issuance of Letters of Credit, such request shall also be subject to the approval of the applicable Issuing BankBanks. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested desired Borrowing or issuance of a Letter of Credit (or such other time or date as may be reasonably agreed by the Administrative Agent and and, in the Applicable case of any such request pertaining to Letters of Credit, the applicable Issuing Bank, in its or their sole discretion). The In the case of any such request pertaining to Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender of the interest rate applicable to such Eligible Currency and the minimum denominations applicable to partial prepayments (or assignments); and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable Issuing Bank Each Revolving Lender (in the case of a request pertaining to Revolving Loans) shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time)10) Business Days after receipt of such request whether it consents, five in its sole discretion, to the making of Revolving Loans in such requested currency. Any failure by Revolving Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Lender to permit Revolving Loans to be issued in such requested currency. The applicable Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent (and, in the case of any request with respect to Revolving Loans, each Revolving Lender) consents to making Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrower and (A) the Administrative Agent and the Applicable Borrower may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowing of Revolving Loans; and if the applicable Issuing Bank consent also consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.12, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.07, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and the Applicable applicable Issuing BankBanks. Any (b)Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested issuance, extension or increase of any Letter of Credit to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the Applicable applicable Issuing Bank, in its or their sole discretionBanks). The Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any (c)Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.11, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Letters of Credit Revolving Loans be issued made in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankLenders. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m. seven (Standard Time), ten 7) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank each Lender thereof. The Applicable Issuing Bank Each Lender shall notify the Administrative Agent, Agent not later than 12:00 p.m. 11:00 a.m. two (Standard Time), five 2) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, making Revolving Loans in such requested currency. Any failure by the Applicable Issuing Bank a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender to issue the requested Letters of Credit permit Revolving Loans to be made in such requested currency at that timecurrency. If the Administrative Agent and all the Applicable Issuing Bank Lenders consent to the issuance of Letters of Credit making Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.09, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. (a) The Borrowers may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and the Applicable applicable Issuing BankBanks. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested issuance, extension or increase of any Letter of Credit to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the Applicable applicable Issuing Bank, in its or their sole discretionBanks). The Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers applicable Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.11, the Administrative Agent shall promptly so notify the Borrowersapplicable Borrower.

Additional Alternative Currencies. The Borrowers may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time), ten Business Days prior to the date of the requested Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time), five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested Letters of Credit in such requested currency at that time. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrowers.. SECTION 1.06

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit Eurocurrency Rate Advances be issued made in a currency other than those specifically listed in the definition of “Alternative Committed Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request with respect to the making of Eurocurrency Rate Advances, such request shall be subject to the approval of the Administrative Agent and all of the Applicable Issuing BankLenders. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. P.M. (Standard Time), ten New York City time) 20 Business Days prior to the date of the requested Letter of Credit desired Advance (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative In the case of any such request pertaining to Eurocurrency Rate Advances, the Agent shall promptly notify the Applicable Issuing Bank each Lender thereof. The Applicable Issuing Bank Each Lender (in the case of any such request pertaining to Eurocurrency Rate Advances) shall notify the Administrative Agent, not later than 12:00 p.m. P.M. (Standard Time), five New York City time) 10 Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit, as the case may be, Eurocurrency Rate Advances in such requested currency. Any failure by the Applicable Issuing Bank a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender to issue the requested Letters of Credit permit Eurocurrency Rate Advances to be made in such requested currency at that timecurrency. If the Administrative Agent and all the Applicable Issuing Bank Lenders consent to the issuance of Letters of Credit making Eurocurrency Rate Advances in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative a Committed Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and the Applicable applicable Issuing BankBanks. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested issuance, extension or increase of any Letter of Credit to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the Applicable applicable Issuing Bank, in its or their sole discretionBanks). The Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.11, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. The Foreign Borrowers may from time to time request that Letters of Credit Extensions be issued made to the Foreign Borrowers in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request with respect to the making of Revolving Loans, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankLenders holding Foreign Revolving Commitments; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. Any such request shall be made to the Administrative Agent (which shall promptly notify each Lender thereof) not later than 12:00 p.m. noon five (Standard Time), ten 5) Business Days prior to the date of the requested Letter of desired Credit (or Extension. Each such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank Lender shall notify the Administrative Agent, not later than 12:00 p.m. noon four (Standard Time), five 4) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, making Credit Extensions in such requested currency. Any failure by the Applicable Issuing Bank a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender to issue the requested Letters of make Credit Extensions in such requested currency at that timecurrency. If all the Lenders consent to making Revolving Loans in such requested currency, the Administrative Agent shall so notify the Foreign Borrowers and such currency shall thereupon be deemed for purposes of Revolving Loans to be an Alternative Currency hereunder; and if the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of issuing Letters of Credit in such requested currency, the Administrative Agent shall so notify the Foreign Borrowers and such currency shall thereupon be deemed for all purposes of Letters of Credit to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrowershereunder.

Additional Alternative Currencies. The Borrowers may from time to time request that Letters of Credit be issued in a currency currency, other than those specifically listed in Dollars, that any L/C Issuer is not currently making available for Letters of Credit to the definition of “Alternative Currency;” Borrowers; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bankapplicable L/C Issuer(s). 45 90295627_3 Any such Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 12:00 p.m. 10:00 a.m., one (Standard Time), ten 1) Business Days Day prior to the date of the requested Letter of desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bankapplicable L/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank applicable L/C Issuer thereof. The Applicable Issuing Bank applicable L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)10:00 a.m., five Business Days after receipt on the requested date of such request the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank applicable L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank applicable L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the Borrowers.

Additional Alternative Currencies. The Borrowers may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “"Alternative Currency;” " provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten Business Days prior to the date of the requested Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested Letters of Credit in such requested currency at that time. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the Borrowers.

Additional Alternative Currencies. (a) The Borrowers may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and the Applicable applicable Issuing BankBanks. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested issuance, extension or increase of any Letter of Credit to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the Applicable applicable Issuing Bank, in its or their sole discretionBanks). The Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers applicable Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of “LIBO Rate” reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.11, the Administrative Agent shall promptly so notify the Borrowers.applicable Borrower. THE CREDITS

Additional Alternative Currencies. The Borrowers may from time to time request that U.S. Letters of Credit or FILO Facility Letters of Credit, as applicable, be issued in a currency other than those specifically listed in the definition of Dollars, Euros or any other any other currency previously approved under this Section 1.07 from time to time as an “Alternative Currency;” ”; provided that such requested currency is a (a) lawful currency that is readily available and freely transferable transferrable and convertible into U.S. dollars. Such request shall be subject to Dollars and (b) approved by the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. ten (Standard Time), ten 10) Business Days (or such other time period agreed by the Agent and the Applicable Issuing Bank in their sole discretion) prior to the date of the requested desired issuance of a Letter of Credit (or in such other time or date as may be agreed by the Administrative Agent currency, and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five (5) Business Days (or such other period of time as may be agreed by the Agent and the Applicable Issuing Bank in their sole discretion) after receipt of such request whether it consents, in its sole discretion, to the issuance of U.S. Letters of Credit or FILO Facility Letters of Credit, as the case may beapplicable, in such requested currency. Any failure to so respond shall be deemed a refusal by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested U.S. Letters of Credit or FILO Facility Letters of Credit, as applicable, in such the requested currency at that timecurrency. If such alternative currency is approved by the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currencyBank, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter the issuance of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the BorrowersU.S. Letters of Credit.

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than U.S. Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such Each such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten Business Days prior to the date of the requested Letter of desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The , and the Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain L/C Issuer’s consent to any request for an additional currency under this Section 1.051.08, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. The Borrowers Prologis may, upon at least 15 Business Days’ (or such lesser number of days as may from time be agreed to time by Administrative Agent) prior written notice to Administrative Agent (which shall promptly notify the Lenders), request that Letters of Credit an additional currency be issued in a currency other than those specifically listed in the definition of added as an “Alternative Currency;” ”; provided that such the requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsEuros. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time), ten Business Days prior to the date of the requested Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank Each Lender shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time), five seven Business Days after receipt of such request request, whether it consents, in its sole discretion, to the issuance addition of Letters of Credit, such currency as the case may be, in such requested currency. Any an “Alternative Currency” (and any failure by the Applicable Issuing Bank a Lender to respond to within such request within the time period specified in the preceding sentence shall be deemed not to be a refusal by have consented to such Issuing Bank to issue the requested Letters of Credit in such requested currency at that timerequest). If the Administrative Agent and the Applicable Issuing Bank all Lenders consent to the issuance addition of Letters of Credit in a currency as an “Alternative Currency” (any such requested currency, the an “Additional Alternative Currency”), then (a) Administrative Agent shall so notify the Borrowers Prologis and such currency all Lenders and (b) this Agreement shall thereupon be deemed for all purposes amended to be an Alternative Currency permit Loans hereunder for purposes of any Letter of Credit issuancesin such currency. If the Administrative Agent or any Lender shall fail to obtain consent to any request for an additional currency under this Section 1.05such request, the Administrative Agent shall promptly so notify the BorrowersPrologis.

Additional Alternative Currencies. The Borrowers (a) Parent Borrower may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankRevolving Credit Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuers. (i) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable Issuing Bankcase of any such request pertaining to Letters of Credit, each L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof; and in the Applicable Issuing Bank case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify each L/C Issuer thereof. The Applicable Issuing Bank Each Revolving Credit Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or each L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested Letters of Credit in such requested currency at that time. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrowers.87 #96352060v15 #96352060v15

Additional Alternative Currencies. The Borrowers may from time to time request that U.S. Letters of Credit or Tranche A Incremental Foreign Facility Letters of Credit, as applicable, be issued in a currency other than those specifically listed in the definition of Dollars, Euros or any other any other currency previously approved under this Section 1.07 from time to time as an “Alternative Currency;” provided ”; provided, that such requested currency is a (a) lawful currency that is readily available and freely transferable transferrable and convertible into U.S. dollars. Such request shall be subject to Dollars and (b) approved by the approval of the Administrative Agent and the Applicable applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. ten (Standard Time), ten 10) Business Days (or such other time period agreed by the Agent and the applicable Issuing Bank in their sole discretion) prior to the date of the requested desired issuance of a Letter of Credit in such currency, and the Agent shall promptly notify the applicable Issuing Bank thereof. The applicable Issuing Bank shall notify the Agent, not later than 11:00 a.m., five (5) Business Days (or such other period of time or date as may be agreed by the Administrative Agent and the Applicable applicable Issuing Bank, Bank in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time), five Business Days ) after receipt of such request whether it consents, in its sole discretion, to the issuance of U.S. Letters of Credit or Tranche A Incremental Foreign Facility Letters of Credit, as the case may beapplicable, in such requested currency. Any failure by the Applicable Issuing Bank to so respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the applicable Issuing Bank to issue the requested U.S. Letters of Credit or Tranche A Incremental Foreign Facility Letters of Credit, as applicable, in such the requested currency at that timecurrency. If such alternative currency is approved by the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currencyBank, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter the issuance of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the BorrowersU.S. Letters of Credit.

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and the Applicable applicable Issuing BankBanks. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested issuance, extension or increase of any Letter of Credit to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the Applicable applicable Issuing Bank, in its or their sole discretionBanks). The Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.11, the Administrative Agent shall promptly so notify the Borrowers.Borrower. ARTICLE II

Additional Alternative Currencies. The Borrowers (a) Company may from time to time request that Revolving Loans that are Eurodollar Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided ”; provided, that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request with respect to the making of Revolving Loans that are Eurodollar Rate Loans, such request shall be subject to the reasonable approval of the Administrative Agent and the Applicable Revolving Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the reasonable approval of Administrative Agent and the applicable Issuing Bank. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten (10) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be reasonably agreed by the Administrative Agent and and, in the Applicable case of any such request pertaining to Letters of Credit, the applicable Issuing Bank, in its or their sole discretion). The In the case of any such request pertaining to Eurodollar Rate Loans, Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request pertaining to Letters of Credit, Administrative Agent shall promptly notify the Applicable Issuing Bank Banks thereof. The Applicable Each Revolving Lender (in the case of any such request pertaining to Eurodollar Rate Loans) or the Issuing Bank Banks (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., two (Standard Time), five 2) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurodollar Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. (c) Any failure by a Revolving Lender or an Issuing Bank, as the Applicable Issuing Bank case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Lender or applicable Issuing Bank Bank, as the case may be, to issue the requested permit Eurodollar Rate Loans to be made or Letters of Credit to be issued in such requested currency at that timecurrency. If Administrative Agent and all the Revolving Lenders consent to making Eurodollar Rate Loans in such requested currency, Administrative Agent shall so notify Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any borrowing of Eurodollar Rate Loans; and if Administrative Agent and the Applicable Issuing Bank Banks consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.5, the Administrative Agent shall promptly so notify the Borrowers.Company. 1.6

Additional Alternative Currencies. The Borrowers Parent Borrower may from time to time request that Revolving Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and Agent; and, in the Applicable case of any such request with respect to Revolving Loans, each Revolving Lender; and, in the case of any such request with respect to the issuance of Letters of Credit, such request shall also be subject to the approval of the applicable Issuing BankBanks. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested desired Borrowing or issuance of a Letter of Credit (or such other time or date as may be reasonably agreed by the Administrative Agent and and, in the Applicable case of any such request pertaining to Letters of Credit, the applicable Issuing Bank, in its or their sole discretion). The In the case of any such request pertaining to Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender of the interest rate applicable to such Eligible Currency and the minimum denominations applicable to partial prepayments (or assignments); and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable Issuing Bank Each Revolving Lender (in the case of a request pertaining to Revolving Loans) shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time)10) Business Days after receipt of such request whether it consents, five in its sole discretion, to the making of Revolving Loans in such requested currency. Any failure by Revolving Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Lender to permit Revolving Loans to be issued in such requested currency. The applicable Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent (and, in the case of any request with respect to Revolving Loans, each Revolving Lender) consents to making Revolving Loans in such requested currency, the Administrative Agent shall so notify the Parent Borrower and (A) the Administrative Agent and the Applicable Parent Borrower may amend the definition of Benchmark for any currency for which there is no published Benchmark with respect thereto to the extent necessary to add the applicable Benchmark for such currency and (B) to the extent the definition of Term SOFR reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowing of Revolving Loans; and if the applicable Issuing Bank consent also consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Parent Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.12, the Administrative Agent shall promptly so notify the BorrowersParent Borrower.

Additional Alternative Currencies. The Borrowers may from time to time request that Letters of Credit one or more additional currencies be issued in a currency other than those specifically listed in approved as Alternative Currencies under the definition of “Alternative Currency;” herein, provided that each such requested currency is shall be a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such request shall be subject to the approval of the Administrative Agent Agent, Lenders and the Applicable Issuing BankLetter of Credit Issuer. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., fifteen (Standard Time), ten 15) Business Days prior to the date of the requested Letter of Credit desired Borrowing (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable Issuing Bankcase of any such request pertaining to Letters of Credit, the Letter of Credit Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify each Lender and the Applicable Issuing Bank Letter of Credit Issuer thereof. The Applicable Issuing Bank Each Lender and the Letter of Credit Issuer shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance designation of Letters such requested currency as an Alternative Currency hereunder. Any failure by a Lender or the Letter of CreditCredit Issuer, as the case may be, in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue Lender or the requested Letters Letter of Credit in Issuer, as the case may be, to designate such requested currency at that timeas an Alternative Currency. If the Administrative Agent Agent, all Lenders and the Applicable Issuing Bank consent to the issuance of Letters Letter of Credit in such requested currencyIssuer provide consent, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesall purposes. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05currency, the Administrative Agent shall promptly so notify Borrowers. Any amendments required at the time an additional Alternative Currency is approved, to amend the definitions related to interest rates, or the processes for borrowing and repayment (or otherwise) shall be made, with the approval of Administrative Agent, all Lenders, Letter of Credit Issuer and Borrowers, pursuant to Section 13.01.

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollars. Such Dollars; provided further that such request shall be subject to the approval of the Administrative Agent and the Applicable applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (Standard TimeNew York time), ten twenty (20) Business Days prior to the date of the requested Letter of desired LC Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable applicable Issuing Bank, Bank in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable such Issuing Bank thereof. The Applicable Each Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m. (Standard TimeNew York time), five ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable such Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter Letters of Credit issuancesissued by such Issuing Bank. If the Administrative Agent shall fail to obtain consent to any request for an additional currency Additional Currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. The Borrowers may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time), ten Business Days prior to the date of the requested Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time), five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested Letters of Credit in such requested currency at that time. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the Borrowers.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. (c) Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.08, the Administrative Agent shall promptly so notify the Borrowers.Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of "Alternative Currency" shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only. 1.09

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Revolving Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars or Euros; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and Agent; and, in the Applicable case of any such request with respect to Revolving Loans, each Revolving Lender; and, in the case of any such request with respect to the issuance of Letters of Credit, such request shall also be subject to the approval of the applicable Issuing BankBanks. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested desired Borrowing or issuance of a Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable case of any such request pertaining to Letters of Credit, the applicable Issuing Bank, in its or their sole discretion). The In the case of any such request pertaining to Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender of the interest rate applicable to such Eligible Currency and the minimum denominations applicable to partial prepayments (or assignments); and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable Issuing Bank Each Revolving Lender (in the case of a request pertaining to Revolving Loans) shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time)10) Business Days after receipt of such request whether it consents, five in its sole discretion, to the making of Revolving Loans in such requested currency. Any failure by Revolving Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Lender to permit Revolving Loans to be issued in such requested currency. The applicable Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent (and, in the case of any request with respect to Revolving Loans, each Revolving Lender) consents to making Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrower and (A) the Administrative Agent and the Applicable Borrower may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowing of Revolving Loans; and if the applicable Issuing Bank consent also consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.12, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. (a) The Borrowers Borrower Representative may from time to time request that Alternative Currency Loans be made under the Aggregate Revolving Commitments and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval of the Administrative Agent and each Revolving Lender; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten 15 Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable Issuing Bankcase of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Alternative Currency Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank Each Revolving Lender (in the case of any such request pertaining to Alternative Currency Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five seven Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank to issue the requested Letters of Credit in such requested currency at that time. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrowers.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Alternative Currency Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is an Eligible Currency. In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval of the Administrative Agent and each Lender with a lawful Commitment under which such currency that is readily available requested to be made available; and freely transferable and convertible into U.S. dollars. Such in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten (10) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable Issuing Bankcase of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Alternative Currency Loans, the Administrative Agent shall promptly notify each applicable Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank Each applicable Lender (in the case of any such request pertaining to Alternative Currency Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five (5) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. (c) Any failure by a Lender or the Applicable Issuing Bank L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender or the L/C Issuer, as the case may be, to issue the requested permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and all the Applicable Issuing Bank Lenders consent to making Alternative Currency Loans in such requested currency and the issuance of Letters of Credit in Administrative Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrowers.the

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and the Applicable applicable Issuing BankBanks. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested issuance, extension or increase of any Letter of Credit to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the Applicable applicable Issuing Bank, in its or their sole discretionBanks). The Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. .Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (a) shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.12, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. (a) The Borrowers Company may from time to time request that Alternative Currency Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankLenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)10:00 a.m., ten 20 Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable Issuing Bankcase of any such request pertaining to Letters of Credit, the applicable L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Alternative Currency Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable Issuing Bank applicable L/C Issuer thereof. The Applicable Issuing Bank Each Lender (in the case of any such request pertaining to Alternative Currency Loans) or the applicable L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)10:00 a.m., five ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. (c) Any failure by a Lender or an L/C Issuer, as the Applicable Issuing Bank case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender or such L/C Issuer, as the case may be, to issue the requested permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and all the Applicable Issuing Bank Lenders consent to making Alternative Currency Loans in such requested currency and the issuance of Letters of Credit in Administrative Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Borrowers Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If (i) the Administrative Agent shall fail and such Lenders may amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate to obtain consent the extent necessary to add the applicable rate for such currency and any request applicable adjustment for an additional currency under this Section 1.05, such rate and (ii) to the Administrative Agent shall promptly so notify extent the Borrowers.definition of Alternative Currency Daily Rate 44 158477613_2174043865_5

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Alternative Currency Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency that is readily available an Eligible Currency. In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval of the Administrative Agent and freely transferable each Lender; and convertible into U.S. dollars. Such in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable Issuing Bankcase of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Alternative Currency Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank Each Lender (in the case of any such request pertaining to Alternative Currency Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. (c) Any failure by a Lender or the Applicable Issuing Bank L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender or the L/C Issuer, as the case may be, to issue the requested permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank such Lenders consent to the issuance of Letters of Credit making Alternative Currency Loans in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrowers.69 1010279941v18

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollars. Such Dollars; provided further that such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (Standard TimeNew York time), ten twenty (20) Business Days prior to the date of the requested Letter of desired LC Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, Bank in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m. (Standard TimeNew York time), five ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency Additional Currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Eurodollar Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request with respect to the making of Eurodollar Loans, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankLenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten 20 Business Days prior to the date of the requested Letter desired Extension of Credit (or such other time or date as may be agreed by the Administrative Agent and and, in the Applicable Issuing Bankcase of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Eurodollar Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank Each Lender (in the case of any such request pertaining to Eurodollar Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurodollar Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. (c) Any failure by a Lender or the Applicable Issuing Bank L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender or the L/C Issuer, as the case may be, to issue the requested permit Eurodollar Loans to be made or Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and all the Applicable Issuing Bank Lenders consent to making Eurodollar Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Borrowings of Eurodollar Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the Borrowers.Borrower. 43

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such In the case of any such request, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten (10) Business Days prior to the date of the requested Letter of desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, L/C Issuer in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five (5) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. (c) Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue permit the requested Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank consent L/C Issuer consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.11, the Administrative Agent shall promptly so notify the BorrowersBorrower. Section 1.12.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency currency, other than those specifically listed in the definition of “Dollars and any existing Alternative Currency;” , that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)2:00 p.m., ten (10) Business Days prior to the date of the requested Letter of desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)2:00 p.m., five on the second Business Days after receipt Day immediately preceding the requested date of such request the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. (c) Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrowers.68 US-DOCS\146702970.0000000000.7

Additional Alternative Currencies. The Borrowers may from time to time request that Letters of Credit be issued in a currency currency, other than those specifically listed in Dollars, that any L/C Issuer is not currently making available for Letters of Credit to the definition of “Alternative Currency;” Borrowers; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bankapplicable L/C Issuer(s). Any such Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 12:00 p.m. 10:00 a.m., one (Standard Time), ten 1) Business Days Day prior to the date of the requested Letter of desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bankapplicable L/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank applicable L/C Issuer thereof. The Applicable Issuing Bank applicable L/C Issuer shall notify the Administrative Agent, 45 89826417_6 not later than 12:00 p.m. (Standard Time)10:00 a.m., five Business Days after receipt on the requested date of such request the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank applicable L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank applicable L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the Borrowers.

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollars. Such Dollars; provided that, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (Standard TimeNew York time), ten 20 Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, Bank in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m. (Standard TimeNew York time), five ten Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.06, the Administrative Agent shall promptly so notify the BorrowersBorrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. The Borrowers Prologis may, upon at least 15 Business Days’ (or such lesser number of days as may from time be agreed to time by Administrative Agent) prior written notice to Administrative Agent (which shall promptly notify the applicable Lenders), request that Letters of Credit an additional currency be issued in a currency other than those specifically listed in the definition of added as an “Alternative Currency;” under a Tranche; provided that such the requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsEuros. Such request shall be subject to Each Lender under the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time), ten Business Days prior to the date of the requested Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank applicable Tranche shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time), five seven Business Days after receipt of such request request, whether it consents, in its sole discretion, to the issuance addition of Letters of Credit, such currency as the case may be, in an “Alternative Currency” under such requested currency. Any Tranche (and any failure by the Applicable Issuing Bank a Lender to respond to within such request within the time period specified in the preceding sentence shall be deemed not to be a refusal by have consented to such Issuing Bank to issue the requested Letters of Credit in such requested currency at that timerequest). If the Administrative Agent and all Lenders under the Applicable Issuing Bank applicable Tranche consent to the issuance addition of Letters of Credit in a currency as an “Alternative Currency” under such requested Tranche (any such currency, the an “Additional Alternative Currency”), then (a) Administrative Agent shall so notify the Borrowers Prologis and all Lenders under such currency Tranche and (b) this Agreement shall thereupon be deemed for all purposes amended to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancespermit Loans under the applicable Tranche in such currency. If the Administrative Agent or any Lender shall fail to obtain consent to any request for an additional currency under this Section 1.05such request, the Administrative Agent shall promptly so notify the BorrowersPrologis.

Additional Alternative Currencies. The Borrowers Prologis may, upon at least 15 Business Days’ (or such lesser number of days as may from time be agreed to time by Administrative Agent) prior written notice to Administrative Agent (which shall promptly notify the applicable Lenders), request that Letters of Credit an additional currency be issued in a currency other than those specifically listed in the definition of added as an “Alternative Currency;” under a Tranche; provided that such the requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such request shall be subject to Each Lender under the approval of the Administrative Agent and the Applicable Issuing Bank. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time), ten Business Days prior to the date of the requested Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank applicable Tranche shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time), five seven Business Days after receipt of such request request, whether it consents, in its sole discretion, to the issuance addition of Letters of Credit, such currency as the case may be, in an “Alternative Currency” under such requested currency. Any Tranche (and any failure by the Applicable Issuing Bank a Lender to respond to within such request within the time period specified in the preceding sentence shall be deemed not to be a refusal by have consented to such Issuing Bank to issue the requested Letters of Credit in such requested currency at that timerequest). If the Administrative Agent and all Lenders under the Applicable Issuing Bank applicable Tranche consent to the issuance addition of Letters of Credit in a currency as an “Alternative Currency” under such requested Tranche (any such currency, the an “Additional Alternative Currency”), then (a) Administrative Agent shall so notify the Borrowers Prologis and all Lenders under such currency Tranche and (b) this Agreement shall thereupon be deemed for all purposes amended to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancespermit Loans under the applicable Tranche in such currency. If the Administrative Agent or any Lender shall fail to obtain consent to any request for an additional currency under this Section 1.05such request, the Administrative Agent shall promptly so notify the BorrowersPrologis.

Additional Alternative Currencies. (a) The Borrowers may from time to time request that Eurodollar Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such Each such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankLenders (not to be unreasonably withheld or delayed). (b) Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., seven (Standard Time), ten 7) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing Bank, in its or their sole discretionAgent). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time), five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. c) Any failure by the Applicable Issuing Bank a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank Lender to issue the requested permit Eurodollar Rate Loans to be made or Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank Lenders consent to making Eurodollar Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any borrowings of Eurodollar Rate Loans; and if all of the Lenders consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05§1.4, the Administrative Agent it shall promptly so notify the Borrowers.

Additional Alternative Currencies. (a) The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “"Alternative Currency;” " provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten (10) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five (5) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.07, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. The Borrowers Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” ”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such Any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.12, the Administrative Agent shall promptly so notify the BorrowersBorrower.

Additional Alternative Currencies. (a) The Borrowers may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into U.S. dollarsan Eligible Currency. Such request shall be subject to the approval of the Administrative Agent and the Applicable applicable Issuing BankBanks. Any (b)Any such request shall be made to the Administrative Agent not later than 12:00 p.m. 11:00 a.m., twenty (Standard Time), ten 20) Business Days prior to the date of the requested issuance, extension or increase of any Letter of Credit to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the Applicable applicable Issuing Bank, in its or their sole discretionBanks). The Administrative Agent shall promptly notify the Applicable applicable Issuing Bank Banks thereof. The Applicable applicable Issuing Bank shall notify the Administrative Agent, not later than 12:00 p.m. 11:00 a.m., ten (Standard Time), five 10) Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency. currency.(c) Any failure by the Applicable an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such Issuing Bank to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers applicable Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.11, the Administrative Agent shall promptly so notify the Borrowersapplicable Borrower.

Additional Alternative Currencies. The Borrowers Company may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into U.S. dollarsDollars. Such Any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Applicable Issuing BankL/C Issuer. Any such request shall be made to the Administrative Agent not later than 12:00 p.m. (Standard Time)11:00 a.m., ten 20 Business Days prior to the date of the requested Letter of desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the Applicable Issuing BankL/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the Applicable Issuing Bank L/C Issuer thereof. The Applicable Issuing Bank L/C Issuer shall notify the Administrative Agent, not later than 12:00 p.m. (Standard Time)11:00 a.m., five ten Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, Credit in such requested currency. Any failure by the Applicable Issuing Bank L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank the L/C Issuer to issue the requested permit Letters of Credit to be issued in such requested currency at that timecurrency. If the Administrative Agent and the Applicable Issuing Bank L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.051.12, the Administrative Agent shall promptly so notify the BorrowersCompany.