Common use of Alternate Currency Loans Clause in Contracts

Alternate Currency Loans. (i) Subject to the terms and conditions of this Agreement and the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date (unless an earlier termination date shall be specified in the applicable Alternate Currency Addendum), the Administrative Agent and the applicable Alternate Currency Lenders agree, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount of the Alternate Currency Loans for any specific Alternate Currency exceed the amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency Share. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).

Alternate Currency Loans. (i) Subject to the terms and conditions of this Agreement and the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date (unless an earlier termination date shall be specified in the applicable Alternate Currency Addendum), the Administrative Agent and the applicable Alternate Currency Lenders agree, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount of the Alternate Currency Loans for any specific Alternate Currency exceed the amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000100,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency Share. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. If an Alternate Currency Addendum includes an alternate definition of “Eurocurrency Base Rate” referencing an interbank market other than the London interbank market and/or different times and/or different rate quotation screens relative to the applicable Eligible Currency, then (solely with respect to any Alternate Currency Loans made pursuant to such Alternate Currency Addendum denominated in such Eligible Currency) the term “Eurocurrency Base Rate” shall, notwithstanding the definition thereof in Section 1.1, be deemed to mean the Eurocurrency Base Rate as defined in such Alternate Currency Addendum. (ii) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).

Alternate Currency Loans. (ia) Subject to Upon the terms satisfaction of the conditions precedent set forth in Section 5 hereof and conditions of this Agreement and set forth in the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date (unless an earlier termination date shall be specified in or pursuant to the applicable Alternate Currency Addendum), the Administrative Agent and the applicable Alternate Currency Lenders agreeBank agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s Bank's applicable Alternate Currency Commitment; provided, however, (i) at no time shall the Dollar Amount of the outstanding principal amount of all the Alternate Currency Loans for all Alternate Currencies exceed $25,000,000 other than as a result of currency fluctuations and then only to the Alternate Currency Commitment for such currencyextent permitted in Section 2.5(B)(ii); provided, (ii) further, at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount Dollar Amount of the Alternate Currency Loans for any specific Alternate Currency exceed the maximum amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum other than as a result of currency fluctuations and (iv) at no time shall then only to the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably extent permitted in proportion to such Alternate Currency Lender’s respective Alternate Currency ShareSection 2.5(B)(ii). Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the applicable Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination DateDate (unless an earlier termination date shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the Facility Termination DateDate (unless an earlier termination date shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date (unless an earlier termination date shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv2.5(B)(ii).

Alternate Currency Loans. (ia) Subject to the terms and conditions set forth herein, each Alternate Currency Lender agrees to make revolving Loans denominated in Foreign Currency to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) other than in the case of this Agreement the Alternate Currency Fronting Lender, such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments, (iii) the Dollar Equivalent of the aggregate amount of all Revolving Loans, Letters of Credit, Swingline Loans and Alternate Currency Loans denominated in Foreign Currency exceeding $300,000,000 or (iv) the Dollar Equivalent of the aggregate amount of all Revolving Loans and Alternate Currency Loans to Subsidiary Borrowers exceeding $300,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Alternate Currency Loans. (b) Each Alternate Currency Loan shall be made as part of a Borrowing consisting of Alternate Currency Loans made by the applicable Alternate Currency AddendumLenders, from with the Alternate Currency Loan of each Alternate Currency Lender (other than the Alternate Currency Fronting Lender) being in an amount equal to its Applicable Revolver Percentage of the applicable Borrowing and including the Alternate Currency Loan of the Alternate Currency Fronting Lender being in an amount equal to the aggregate amount of such Borrowing less the aggregate amount of the Alternate Currency Loans being made by the other Alternate Currency Lenders and comprising part of such Borrowing. The Alternate Currency Loans shall be Eurocurrency Loans. The principal of and interest on each Alternate Currency Borrowing shall be paid in the applicable currency for such Alternate Currency Borrowing and shall be paid to the Administrative Agent for the ratable (relative to Loans made as a part of such Borrowing) account of the Alternate Currency Lenders. Each Alternate Currency Borrowing and continuation thereof shall be in a minimum aggregate amount reasonably acceptable to the Administrative Agent and the Alternate Currency Fronting Lender. (c) To request an Alternate Currency Loan, the Borrower shall notify the Administrative Agent of such request in writing, not later of than 11:00 a.m., London time, four (or, if so requested by the Alternate Currency Fronting Lender with respect to Alternate Currency Loans in a specified currency, five) Business Days before the date of this Agreement the proposed Alternate Currency Loan. Each such notice shall be irrevocable and shall specify (i) the identity of the Applicable Borrower, (ii) the requested date (which shall be a Business Day), (iii) the Foreign Currency in which such Alternate Currency Loan is to be denominated, (iv) the amount of execution the requested Alternate Currency Loan, and (v) the Interest Period requested to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”. The Administrative Agent will promptly advise the applicable Alternate Currency Addendum and prior Lenders of any such notice received from the Borrower. (d) The applicable Alternate Currency Lenders shall make each Alternate Currency Loan to be made by them hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the Facility Termination Date (unless an earlier termination date shall be specified in account of the Administrative Agent most recently designated by it for such purpose by notice to the applicable Alternate Currency Addendum)Lenders. The Administrative Agent will make such Alternate Currency Loans available to the Applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the Applicable Borrower designated by the Borrower in the applicable Borrowing Request and acceptable to the Administrative Agent Agent. (e) Except as the Applicable Borrower and the applicable Alternate Currency Lenders may otherwise agree, Alternate Currency Loans may, at the conclusion of the Interest Period applicable thereto, be continued in the manner (to the extent applicable) set forth in Section 2.08 with respect to Revolving Loan Borrowings. If the Applicable Borrower fails to either repay an Alternate Currency Loan on or before the last day of the applicable Interest Period or deliver a timely continuation request as set forth in Section 2.08(b), the applicable Borrowing shall be continued with an Interest Period of one month’s duration commencing on the last day of the expiring Interest Period. (f) The Alternate Currency Fronting Lender irrevocably agrees to grant and hereby grants to each Participating Lender and, to induce the Alternate Currency Fronting Lender to make Alternate Currency Loans hereunder, each Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Alternate Currency Fronting Lender, on the terms and conditions set forth below, for such Lender’s own account and risk, an undivided risk participation interest equal to such Participating Lender’s Applicable Participation Percentage of the Alternate Currency Fronting Lender’s obligations and rights in this Agreement respect of each Alternate Currency Loan made by or assigned to the Alternate Currency Fronting Lender hereunder as to which such Lender is a Participating Lender. Each Participating Lender unconditionally and irrevocably agrees with the Alternate Currency Fronting Lender that if any amount in respect of the principal, interest or fees owing to the Alternate Currency Fronting Lender in respect of an applicable Alternate Currency AddendumLoan is not paid when due in accordance with the terms of this Agreement, such Participating Lender shall pay to make the Alternate Currency Loans under Fronting Lender upon demand an amount in Dollars (with the Dollar Equivalent of the unpaid amount of such Alternate Currency Addendum Loan to be calculated by the Administrative Agent) equal to such Lender’s Applicable Participation Percentage of such unpaid amount. Each Participating Lender acknowledges and agrees that its payment obligation pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If the Alternate Currency Fronting Lender accepts an assignment pursuant to Section 9.04(b) of one or more Alternate Currency Loans, the Applicable Participation Percentages of the Participating Lenders with respect to such Loans will be adjusted as applicable immediately upon such assignment taking effect. (g) If any amount required to be paid by any Participating Lender to the Alternate Currency Fronting Lender pursuant to this Section 2.04 is not made available to the Alternate Currency Fronting Lender when due, such Participating Lender shall pay to the Alternate Currency Fronting Lender, on demand, such amount with interest thereon at a rate equal to the greater of the daily average Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for the period until such Lender makes such amount immediately available to the Alternate Currency Fronting Lender. If such amount is not made available to the Alternate Currency Fronting Lender by such Participating Lender within three Business Days of such due date, the Alternate Currency Fronting Lender shall also be entitled to recover such amount with interest thereon at the rate per annum applicable Borrower party to ABR Loans, on demand. A certificate of the Alternate Currency Fronting Lender submitted to any Lender with respect to any amounts owing under this Section 2.04 shall be conclusive in the absence of manifest error. (h) Whenever, at any time after the Alternate Currency Fronting Lender has received from any Participating Lender the full amount owing by such Lender pursuant to and in accordance with this Section 2.04 in respect of any Alternate Currency Loan, the Alternate Currency Fronting Lender receives any payment related to such Alternate Currency Addendum Loan (whether directly from time to time in the applicable Alternate Currencyany Borrower or otherwise, in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount including proceeds of all Alternate Currency Loans exceed collateral applied thereto by the Alternate Currency Commitment for such currencyFronting Lender or the Administrative Agent, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount on behalf of the Alternate Currency Loans for Fronting Lender), or any specific payment of interest on account thereof, the Alternate Currency exceed Fronting Lender will distribute to such Participating Lender its pro rata share thereof (and hereby directs the amount specified as Administrative Agent to remit such pro rata share to such Lender out of any such payment received by the maximum amount Administrative Agent for such the account of the Alternate Currency in Fronting Lender). (i) If any payment received by the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of Fronting Lender pursuant to this Section 2.04 with respect to any Alternate Currency Commitment of Loan made by it shall be required to be returned by the Alternate Currency Fronting Lender, each Participating Lender with respect to such Loan shall pay to the Alternate Currency Fronting Lender its Applicable Participation Percentage thereof. (j) All outstanding Alternate Currency Loans shall be due and payable, to the extent not previously paid in accordance with the terms hereof, on the Revolving Maturity Date. (k) Following the date on which any risk participation with respect to an Alternate Currency Loan is converted to Dollars pursuant to Section 2.04(f), all amounts payable in connection with such risk participation shall be denominated in Dollars for all purposes. (l) At the request of the Borrower, and with the consent of the applicable Lender(s) (which may be withheld by any Lender in its sole discretion), one or more Lenders in addition to JPMorgan shall be deemed to utilize such Lender’s Multicurrency Commitment. Each be Alternate Currency Loan shall consist of Lenders with respect to Alternate Currency Loans proposed to be made to a specified Subsidiary Borrower. The Lenders set forth on Schedule 2.04 hereto have been requested to act and designated by each applicable the Borrower as, and agreed (which agreement is hereby confirmed) to act as, Alternate Currency Lenders with respect to Alternate Currency Loans to be made to BPGR and to Manitowoc Asia Holdings. Any Alternate Currency Lender ratably in proportion may comply with its obligations as such by causing an Applicable Lending Installation to perform such Alternate Currency Lender’s respective Alternate Currency Share. Subject to obligations as contemplated by Section 2.02(e), and the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans shall be paid applicable to such Applicable Lending Installation as set forth in full by the applicable Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency LoanSection 2.02(e). (iim) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New any Lender acting as an Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required Lender pursuant to this Agreement Section 2.04(l) makes an assignment pursuant to Section 9.04(b) of all or a part of its Commitment to a Lender which determines in good faith and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall notifies the Administrative Agent that lending to the applicable Subsidiary Borrower would be illegal, impossible or impracticable for such Lender or would result in costs or expenses for which such Lender would not be indemnified by the Subsidiary Borrower or the Borrower pursuant hereto, then (i) the applicable assignee Lender shall not be an Alternate Currency Lenders have Lender with respect to such Subsidiary Borrower and (ii) at the right written request of the assignee Lender made at least five (5) Business Days prior to accelerate the date of the proposed assignment, the Borrower shall cause all Alternate Currency Loans outstanding under any Alternate Currency Addendum to the applicable Subsidiary Borrower to be repaid in full prior to or substantially contemporaneously with the making of such assignment (it being understood that, following or contemporaneously with such repayment, the applicable Subsidiary Borrower shall, subject to terminate their Alternate Currency Commitments (if any) thereunder the other terms and conditions hereof, be entitled to make reborrow such Alternate Currency Loans prior to from the stated termination date in respect thereof, except that such Administrative Agent and remaining applicable Alternate Currency Lenders shall, Lenders); provided that in each case, have such rights upon an acceleration of the Loans and a termination of event the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, Fronting Lender in its sole discretion accepts an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with assignment of such assigning Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans to such Subsidiary Borrower, the repayment described in this clause (ii) shall not be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv)required.

Alternate Currency Loans. (i) Subject to Alternate Currency Letters of Credit; Procedures. Upon the terms satisfaction of the conditions precedent set forth in Sections 4.1, 4.2 and conditions of this Agreement 4.3 hereof and set forth in the applicable Alternate Currency AddendumDocuments, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date (unless an earlier termination date Termination Date shall be specified in the applicable Alternate Currency AddendumDocuments), the Administrative Agent and the applicable Alternate Currency Lenders agree, Lender agrees on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency AddendumDocuments, to make Alternate Currency Loans under such to or to issue one or more Alternate Currency Addendum to Letters of Credit for the applicable account of any Subsidiary Borrower party to such identified in an Alternate Currency Addendum from time to time in the applicable Alternate Currency, such Alternate Currency Credit in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall minus the aggregate Dollar Amount of all outstanding principal amount of Alternate Currency Obligations at such time. Procedures for making Alternate Currency Credits, with respect to any Subsidiary Borrower, shall be established pursuant to the Alternate Currency Loans for any specific Alternate Currency exceed the amount specified as the maximum amount for Documents applicable to such Alternate Currency in Subsidiary Borrower and the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency ShareCurrency. Subject to the terms of this Agreement and the applicable Alternate Currency AddendumDocuments, the Subsidiary Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans Credits shall be paid in full by the applicable Subsidiary Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Loans Credits shall be made by the applicable Subsidiary Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv2.3(h).

Alternate Currency Loans. (ia) Subject to Upon the terms satisfaction of the conditions precedent set forth in Article V and conditions of this Agreement and set forth in the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date termination of the Aggregate Commitment (unless an or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the Administrative Agent and the applicable each Alternate Currency Lenders agreeLender agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) provided that at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount Dollar Amount of the Alternate Currency Loans for any specific Alternate Currency exceed the maximum amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum other than as a result of currency fluctuations and (iv) then only to the extent permitted in Section 2.5(b)(ii); provided further that at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency Sharethe Revolving Credit Obligations exceed the Aggregate Commitments. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the applicable Borrowers may borrow, repay and reborrow Alternate Currency Loans in the applicable Alternate Currency at any time prior to the Facility Termination Datetermination of the Aggregate Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the Facility Termination Datetermination of the Aggregate Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date termination of the Aggregate Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this AgreementSection 2.5(b)(ii). Subject to For the applicable Alternate Currency Addendumavoidance of doubt, each Alternate Currency Loan it is understood that no Lender shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice any obligation hereunder to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in execute an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant so to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon become an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).

Alternate Currency Loans. (i) Subject to the terms and conditions of this Agreement and the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date (unless an earlier termination date shall be specified in the applicable Alternate Currency Addendum), the Administrative Agent and the applicable Alternate Currency Lenders agree, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s 's applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no not time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount of the Alternate Currency Loans for any specific Alternate Currency exceed the amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Equivalent Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s 's Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s 's respective Alternate Currency Share. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Alternate Currency Rate for such period plus the Applicable Margin as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, Currencies provided the Dollar Equivalent Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “"Request for a New Alternate Currency Facility”"). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, ; provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Lawlaw, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s 's Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Equivalent Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).

Alternate Currency Loans. (i) Subject to the terms and conditions of this Agreement and the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date (unless an earlier termination date shall be specified in the applicable Alternate Currency Addendum), the Administrative Agent and the applicable Alternate Currency Lenders agree, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount of the Alternate Currency Loans for any specific Alternate Currency exceed the amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency Share. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, Currencies provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, ; provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Lawlaw, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).

Alternate Currency Loans. (ia) Subject to Upon the terms satisfaction of the conditions precedent set forth in Article V and conditions of this Agreement and set forth in the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement Closing Date and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date termination of the Aggregate Revolving Loan Commitment (unless an or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the Administrative Agent and the applicable each Alternate Currency Lenders agreeLender agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) provided that at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount Dollar Amount of the Alternate Currency Loans for any specific Alternate Currency exceed the maximum amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum other than as a result of currency fluctuations and (iv) then only to the extent permitted in Section 2.6(b)(ii); providedfurther that at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency the Revolving Credit Obligations exceed the Aggregate Revolving Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency ShareCommitments. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the applicable Borrowers may borrow, repay and reborrow Alternate Currency Loans in the applicable Alternate Currency at any time prior to the Facility Termination Datetermination of the Aggregate Revolving Loan Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the Facility Termination Datetermination of the Aggregate Revolving Loan Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date termination of the Aggregate Revolving Loan Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this AgreementSection 2.6(b)(ii). Subject to For the applicable Alternate Currency Addendumavoidance of doubt, each Alternate Currency Loan it is understood that no Lender shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice any obligation hereunder to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in execute an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant so to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon become an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).

Alternate Currency Loans. (ia) Subject to the terms and conditions of this Agreement and the applicable set forth herein, each Alternate Currency AddendumLender agrees to make revolving Loans denominated in Foreign Currency to the Borrowers from time to time during the Availability Period, from and including in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the later sum of the date of this Agreement and total Revolving Credit Exposures exceeding the date of execution total Revolving Commitments, (iii) the Dollar Equivalent of the applicable aggregate amount of all Revolving Loans, Letters of Credit, Swingline Loans and Alternate Currency Addendum and prior to Loans denominated in Foreign Currency exceeding $300,000,000 or (iv) the Facility Termination Date (unless an earlier termination date shall be specified in Dollar Equivalent of the applicable aggregate amount of all Revolving Loans, Alternate Currency Addendum), Loans and Letters of Credit made to or issued for the Administrative Agent account of Subsidiary Borrowers exceeding $300,000,000. Within the foregoing limits and the applicable Alternate Currency Lenders agree, on subject to the terms and conditions set forth in this Agreement herein, the Borrowers may borrow, prepay and in reborrow Alternate Currency Loans. (b) Each Alternate Currency Loan shall be made as part of a Borrowing consisting of Alternate Currency Loans made by the applicable Alternate Currency AddendumLenders, to make with the Alternate Currency Loans under such Loan of each Alternate Currency Addendum to Lender (other than the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, Fronting Lender) being in an amount not equal to exceed each such Alternate Currency Lender’s its Applicable Revolver Percentage of the applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount of all Alternate Currency Loans exceed Borrowing and the Alternate Currency Commitment for such currency, (ii) at no time shall Loan of the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall Alternate Currency Fronting Lender being in an amount equal to the aggregate outstanding principal amount of such Borrowing less the aggregate amount of the Alternate Currency Loans for any specific being made by the other Alternate Currency exceed the amount specified as the maximum amount for Lenders and comprising part of such Alternate Currency in the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000Borrowing. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency Share. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans shall be Eurocurrency Loans. The principal of and interest on each Alternate Currency Borrowing shall be paid in full by the applicable Borrower currency for such Alternate Currency Borrowing and prior shall be paid to the Facility Termination Date prepayments Administrative Agent for the ratable (relative to Loans made as a part of such Borrowing) account of the Alternate Currency Loans Lenders. Each Alternate Currency Borrowing and continuation thereof shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have in a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice minimum aggregate amount reasonably acceptable to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of and the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments Fronting Lender. (each such request, a “Request for a New c) To request an Alternate Currency FacilityLoan, the Borrower shall notify the Administrative Agent of such request in writing, not later than 11:00 a.m., London time, four (or, if so requested by the Alternate Currency Fronting Lender with respect to Alternate Currency Loans in a specified currency, five) Business Days before the date of the proposed Alternate Currency Loan. Each such notice shall be irrevocable and shall specify (i) the identity of the Applicable Borrower, (ii) the requested date (which shall be a Business Day), (iii) the Foreign Currency in which such Alternate Currency Loan is to be denominated, (iv) the amount of the requested Alternate Currency Loan, and (v) the Interest Period requested to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of advise the applicable Alternate Currency Addendum and Lenders of any such notice received from the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be madeBorrower. (iiid) Except as otherwise required by The applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to shall make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentageto be made by them hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal Local Time, to the Dollar Amount of each such Alternate Currency Loan determined as account of the date of Administrative Agent most recently designated by it for such conversion. Each of the Lenders shall pay purpose by notice to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from Lenders. The Administrative Agent will make such LenderAlternate Currency Loans available to the Applicable Borrower by promptly crediting the amounts so received, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).like

Alternate Currency Loans. (ia) Subject to the terms and conditions of this Agreement and the applicable set forth herein, each Alternate Currency AddendumLender agrees to make revolving Loans denominated in Foreign Currency to the Borrowers from time to time during the Availability Period, from and including in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the later sum of the date of this Agreement and total Revolving Credit Exposures exceeding the date of execution total Revolving Commitments, (iii) the Dollar Equivalent of the applicable aggregate amount of all Revolving Loans, Letters of Credit, Swingline Loans and Alternate Currency Addendum and prior to Loans denominated in Foreign Currency exceeding $300,000,000 or (iv) the Facility Termination Date (unless an earlier termination date shall be specified in Dollar Equivalent of the applicable aggregate amount of all Revolving Loans, Alternate Currency Addendum), Loans and Letters of Credit made to or issued for the Administrative Agent account of Subsidiary Borrowers exceeding $300,000,000. Within the foregoing limits and the applicable Alternate Currency Lenders agree, on subject to the terms and conditions set forth in this Agreement herein, the Borrowers may borrow, prepay and in reborrow Alternate Currency Loans. (b) Each Alternate Currency Loan shall be made as part of a Borrowing consisting of Alternate Currency Loans made by the applicable Alternate Currency AddendumLenders, to make with the Alternate Currency Loans under such Loan of each Alternate Currency Addendum to Lender (other than the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, Fronting Lender) being in an amount not equal to exceed each such Alternate Currency Lender’s its Applicable Revolver Percentage of the applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount of all Alternate Currency Loans exceed Borrowing and the Alternate Currency Commitment for such currency, (ii) at no time shall Loan of the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall Alternate Currency Fronting Lender being in an amount equal to the aggregate outstanding principal amount of such Borrowing less the aggregate amount of the Alternate Currency Loans for any specific being made by the other Alternate Currency exceed the amount specified as the maximum amount for Lenders and comprising part of such Alternate Currency in the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000Borrowing. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency Share. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).Eurocurrency

Alternate Currency Loans. (ia) Subject to Upon the terms satisfaction of the conditions precedent set forth in Article V and conditions of this Agreement and in the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement Effective Date and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date termination of the Aggregate Multicurrency Tranche Revolving Loan Commitment (unless an or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the Administrative Agent and the applicable each Alternate Currency Lenders agreeLender agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) provided that at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount Dollar Amount of the Alternate Currency Loans for any specific Alternate Currency exceed the maximum amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum other than as a result of currency fluctuations and (iv) then only to the extent permitted in Section 2.05(b)(ii); provided further that at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s the Multicurrency Tranche Revolving Credit Obligations exceed the Aggregate Multicurrency Tranche Revolving Loan Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency Share. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the applicable Borrowers may borrow, repay and reborrow Alternate Currency Loans in the applicable Alternate Currency at any time prior to the Facility Termination Datetermination of the Aggregate Multicurrency Tranche Revolving Loan Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the Facility Termination Datetermination of the Aggregate Multicurrency Tranche Revolving Loan Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date termination of the Aggregate Multicurrency Tranche Revolving Loan Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this AgreementSection 2.05(b)(ii). Subject to For the applicable Alternate Currency Addendumavoidance of doubt, each Alternate Currency Loan it is understood that no Lender shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice any obligation hereunder to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in execute an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant so to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon become an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).

Alternate Currency Loans. (ia) Subject to the terms and conditions set forth herein, each Alternate Currency Lender agrees to make revolving Loans denominated in Foreign Currency to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (ii) the sum of this Agreement the total Revolving Credit Exposures exceeding the total Commitments, (iii) the Dollar Equivalent of the aggregate amount of all Revolving Loans, Letters of Credit, Swingline Loans and Alternate Currency Loans denominated in Foreign Currency exceeding $200,000,000 (or, solely prior to December 31, 2006 and in connection with the Restructuring Transactions, $250,000,000) or (iv) the Dollar Equivalent of the aggregate amount of all Revolving Loans and Alternate Currency Loans to Subsidiary Borrowers exceeding $200,000,000 (or, solely prior to December 31, 2006 and in connection with the Restructuring Transactions, $250,000,000). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Alternate Currency Loans. (b) Each Alternate Currency Loan shall be made as part of a Borrowing consisting of Alternate Currency Loans made by the applicable Alternate Currency AddendumLenders, from with the Alternate Currency Loan of each Alternate Currency Lender (other than the Alternate Currency Fronting Lender) being in an amount equal to its Applicable Percentage of the applicable Borrowing and including the Alternate Currency Loan of the Alternate Currency Fronting Lender being in an amount equal to the aggregate amount of such Borrowing less the aggregate amount of the Alternate Currency Loans being made by the other Alternate Currency Lenders and comprising part of such Borrowing. The Alternate Currency Loans shall be Eurocurrency Loans. The principal of and interest on each Alternate Currency Borrowing shall be paid in the applicable currency for such Alternate Currency Borrowing and shall be paid to the Administrative Agent for the ratable (relative to Loans made as a part of such Borrowing) account of the Alternate Currency Lenders. Each Alternate Currency Borrowing and continuation thereof shall be in a minimum aggregate amount reasonably acceptable to the Administrative Agent and the Alternate Currency Fronting Lender. (c) To request an Alternate Currency Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later of than 12:00 noon, London time, three (or, if so requested by the Alternate Currency Fronting Lender with respect to Alternate Currency Loans in a specified currency, four) Business Days before the date of this Agreement the proposed Alternate Currency Loan. Each such notice shall be irrevocable and shall specify (i) the identity of the Applicable Borrower, (ii) the requested date (which shall be a Business Day), (iii) the Foreign Currency in which such Alternate Currency Loan is to be denominated, (iv) the amount of execution the requested Alternate Currency Loan, and (v) the Interest Period requested to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”. The Administrative Agent will promptly advise the applicable Alternate Currency Addendum and prior Lenders of any such notice received from the Borrower. (d) The applicable Alternate Currency Lenders shall make each Alternate Currency Loan to be made by them hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the Facility Termination Date (unless an earlier termination date shall be specified in account of the Administrative Agent most recently designated by it for such purpose by notice to the applicable Alternate Currency Addendum)Lenders. The Administrative Agent will make such Alternate Currency Loans available to the Applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the Applicable Borrower designated by the Borrower in the applicable Borrowing Request and acceptable to the Administrative Agent Agent. (e) Except as the Applicable Borrower and the applicable Alternate Currency Lenders may otherwise agree, Alternate Currency Loans may, at the conclusion of the Interest Period applicable thereto, be continued in the manner (to the extent applicable) set forth in Section 2.08 with respect to Revolving Loan Borrowings. If the Applicable Borrower fails to either repay an Alternate Currency Loan on or before the last day of the applicable Interest Period or deliver a timely continuation request as set forth in Section 2.08(b), the applicable Borrowing shall be continued with an Interest Period of one month’s duration commencing on the last day of the expiring Interest Period. (f) The Alternate Currency Fronting Lender irrevocably agrees to grant and hereby grants to each Participating Lender and, to induce the Alternate Currency Fronting Lender to make Alternate Currency Loans hereunder, each Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Alternate Currency Fronting Lender, on the terms and conditions set forth below, for such Lender’s own account and risk, an undivided risk participation interest equal to such Participating Lender’s Applicable Participation Percentage of the Alternate Currency Fronting Lender’s obligations and rights in this Agreement respect of each Alternate Currency Loan made by or assigned to the Alternate Currency Fronting Lender hereunder as to which such Lender is a Participating Lender. Each Participating Lender unconditionally and irrevocably agrees with the Alternate Currency Fronting Lender that if any amount in respect of the principal, interest or fees owing to the Alternate Currency Fronting Lender in respect of an applicable Alternate Currency AddendumLoan is not paid when due in accordance with the terms of this Agreement, such Participating Lender shall pay to make the Alternate Currency Loans under Fronting Lender upon demand an amount in Dollars (with the Dollar Equivalent of the unpaid amount of such Alternate Currency Addendum Loan to be calculated by the Administrative Agent) equal to such Lender’s Applicable Participation Percentage of such unpaid amount. Each Participating Lender acknowledges and agrees that its payment obligation pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If the Alternate Currency Fronting Lender accepts an assignment pursuant to Section 9.04(b) of one or more Alternate Currency Loans, the Applicable Participation Percentages of the Participating Lenders with respect to such Loans will be adjusted as applicable immediately upon such assignment taking effect. (g) If any amount required to be paid by any Participating Lender to the Alternate Currency Fronting Lender pursuant to this Section 2.04 is not made available to the Alternate Currency Fronting Lender when due, such Participating Lender shall pay to the Alternate Currency Fronting Lender, on demand, such amount with interest thereon at a rate equal to the greater of the daily average Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for the period until such Lender makes such amount immediately available to the Alternate Currency Fronting Lender. If such amount is not made available to the Alternate Currency Fronting Lender by such Participating Lender within three Business Days of such due date, the Alternate Currency Fronting Lender shall also be entitled to recover such amount with interest thereon at the rate per annum applicable Borrower party to ABR Loans, on demand. A certificate of the Alternate Currency Fronting Lender submitted to any Lender with respect to any amounts owing under this Section 2.04 shall be conclusive in the absence of manifest error. (h) Whenever, at any time after the Alternate Currency Fronting Lender has received from any Participating Lender the full amount owing by such Lender pursuant to and in accordance with this Section 2.04 in respect of any Alternate Currency Loan, the Alternate Currency Fronting Lender receives any payment related to such Alternate Currency Addendum Loan (whether directly from time to time in the applicable Alternate Currencyany Borrower or otherwise, in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount including proceeds of all Alternate Currency Loans exceed collateral applied thereto by the Alternate Currency Commitment for such currencyFronting Lender or the Administrative Agent, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount on behalf of the Alternate Currency Loans for Fronting Lender), or any specific payment of interest on account thereof, the Alternate Currency exceed Fronting Lender will distribute to such Participating Lender its pro rata share thereof (and hereby directs the amount specified as Administrative Agent to remit such pro rata share to such Lender out of any such payment received by the maximum amount Administrative Agent for such the account of the Alternate Currency in Fronting Lender). (i) If any payment received by the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of Fronting Lender pursuant to this Section 2.04 with respect to any Alternate Currency Commitment of Loan made by it shall be required to be returned by the Alternate Currency Fronting Lender, each Participating Lender with respect to such Loan shall pay to the Alternate Currency Fronting Lender its Applicable Participation Percentage thereof. (j) All outstanding Alternate Currency Loans shall be due and payable, to the extent not previously paid in accordance with the terms hereof, on the Maturity Date. (k) Following the date on which any risk participation with respect to an Alternate Currency Loan is converted to Dollars pursuant to Section 2.04(f), all amounts payable in connection with such risk participation shall be denominated in Dollars for all purposes. (l) At the request of the Borrower, and with the consent of the applicable Lender(s) (which may be withheld by any Lender in its sole discretion), one or more Lenders in addition to JPMorgan shall be deemed to utilize such Lender’s Multicurrency Commitment. Each be Alternate Currency Loan shall consist of Lenders with respect to Alternate Currency Loans proposed to be made to a specified Subsidiary Borrower. As of the “Effective Date” of Amendment No. 2 to the Existing Credit Agreement, the Lenders set forth on Schedule 2.04 hereto were requested to act and designated by each applicable the Borrower as, and agreed (which agreement is hereby confirmed) to act as, Alternate Currency Lenders with respect to Alternate Currency Loans to be made to BPGR. Any Alternate Currency Lender ratably in proportion may comply with its obligations as such by causing an Applicable Lending Installation to perform such Alternate Currency Lender’s respective Alternate Currency Share. Subject to obligations as contemplated by Section 2.02(e), and the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans shall be paid applicable to such Applicable Lending Installation as set forth in full by the applicable Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency LoanSection 2.02(e). (iim) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New any Lender acting as an Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required Lender pursuant to this Agreement Section 2.04(l) makes an assignment pursuant to Section 9.04(b) of all or a part of its Commitment to a Lender which determines in good faith and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall notifies the Administrative Agent that lending to the applicable Subsidiary Borrower would be illegal, impossible or impracticable for such Lender or would result in costs or expenses for which such Lender would not be indemnified by the Subsidiary Borrower or the Borrower pursuant hereto, then (i) the applicable assignee Lender shall not be an Alternate Currency Lenders have Lender with respect to such Subsidiary Borrower and (ii) at the right written request of the assignee Lender made at least five (5) Business Days prior to accelerate the date of the proposed assignment, the Borrower shall cause all Alternate Currency Loans outstanding under any Alternate Currency Addendum to the applicable Subsidiary Borrower to be repaid in full prior to or substantially contemporaneously with the making of such assignment (it being understood that, following or contemporaneously with such repayment, the applicable Subsidiary Borrower shall, subject to terminate their Alternate Currency Commitments (if any) thereunder the other terms and conditions hereof, be entitled to make reborrow such Alternate Currency Loans prior to from the stated termination date in respect thereof, except that such Administrative Agent and remaining applicable Alternate Currency Lenders shall, Lenders); provided that in each case, have such rights upon an acceleration of the Loans and a termination of event the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, Fronting Lender in its sole discretion accepts an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with assignment of such assigning Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans to such Subsidiary Borrower, the repayment described in this clause (ii) shall not be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv)required.

Alternate Currency Loans. (i) Subject to Upon the terms satisfaction of the conditions precedent set forth in Article V hereof and conditions of this Agreement and set forth in the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date termination of the Aggregate Tranche B Revolving Credit Commitment (unless an or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the Administrative Agent and the applicable each Alternate Currency Lenders agreeBank agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s Bank's applicable Alternate Currency Commitment; provided, howeverfurther, (i) at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount Dollar Amount of the Alternate Currency Loans for any specific Alternate Currency exceed the maximum amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum other than as a result of currency fluctuations and (ivthen only to the extent permitted in Section 2.5(b)(ii) and provided, further that at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency ShareCommitments. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the applicable Borrowers may borrow, repay and reborrow Alternate Currency Loans in the applicable Alternate Currency at any time prior to the Facility Termination Datetermination of the Aggregate Tranche B Revolving Credit Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the Facility Termination Datetermination of the Aggregate Tranche B Revolving Credit Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date termination of the Aggregate Tranche B Revolving Credit Commitment (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this AgreementSection 2.5(b)(ii). Subject to For the applicable Alternate Currency Addendumavoidance of doubt, each Alternate Currency Loan it is understood that no Lender shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice any obligation hereunder to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in execute an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant so to this Agreement and such become an Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be madeBank. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).

Alternate Currency Loans. (ia) Subject to the terms and conditions set forth herein, each Alternate Currency Lender agrees to make revolving Loans denominated in Foreign Currency to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the sum of this Agreement the total Revolving Credit Exposures exceeding the total Revolving Commitments, (iii) the Dollar Equivalent of the aggregate amount of all Revolving Loans, Letters of Credit, Swingline Loans and Alternate Currency Loans denominated in Foreign Currency exceeding $300,000,000 or (iv) the Dollar Equivalent of the aggregate amount of all Revolving Loans, Alternate Currency Loans and Letters of Credit made to or issued for the account of Subsidiary Borrowers exceeding $300,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Alternate Currency Loans. (b) Each Alternate Currency Loan shall be made as part of a Borrowing consisting of Alternate Currency Loans made by the applicable Alternate Currency AddendumLenders, from with the Alternate Currency Loan of each Alternate Currency Lender (other than the Alternate Currency Fronting Lender) being in an amount equal to its Applicable Revolver Percentage of the applicable Borrowing and including the Alternate Currency Loan of the Alternate Currency Fronting Lender being in an amount equal to the aggregate amount of such Borrowing less the aggregate amount of the Alternate Currency Loans being made by the other Alternate Currency Lenders and comprising part of such Borrowing. The Alternate Currency Loans shall be Eurocurrency Loans. The principal of and interest on each Alternate Currency Borrowing shall be paid in the applicable currency for such Alternate Currency Borrowing and shall be paid to the Administrative Agent for the ratable (relative to Loans made as a part of such Borrowing) account of the Alternate Currency Lenders. Each Alternate Currency Borrowing and continuation thereof shall be in a minimum aggregate amount reasonably acceptable to the Administrative Agent and the Alternate Currency Fronting Lender. (c) To request an Alternate Currency Loan, the Borrower shall notify the Administrative Agent of such request in writing, not later of than 11:00 a.m., London time, three (or, if so requested by the Alternate Currency Fronting Lender with respect to Alternate Currency Loans in a specified currency, four) Business Days before the date of this Agreement the proposed Alternate Currency Loan. Each such notice shall be irrevocable and shall specify (i) the identity of the Applicable Borrower, (ii) the requested date (which shall be a Business Day), (iii) the Foreign Currency in which such Alternate Currency Loan is to be denominated, (iv) the amount of execution the requested Alternate Currency Loan, and (v) the Interest Period requested to be applicable thereto, which shall be a period contemplated by clause (a) of the definition of the term “Interest Period”. The Administrative Agent will promptly advise the applicable Alternate Currency Addendum and prior Lenders of any such notice received from the Borrower. (d) The applicable Alternate Currency Lenders shall make each Alternate Currency Loan to be made by them hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the Facility Termination Date (unless an earlier termination date shall be specified in account of the Administrative Agent most recently designated by it for such purpose by notice to the applicable Alternate Currency Addendum)Lenders. The Administrative Agent will make such Alternate Currency Loans available to the Applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the Applicable Borrower designated by the Borrower in the applicable Borrowing Request and acceptable to the Administrative Agent Agent. (e) Except as the Applicable Borrower and the applicable Alternate Currency Lenders may otherwise agree, Alternate Currency Loans may, at the conclusion of the Interest Period applicable thereto, be continued in the manner (to the extent applicable) set forth in Section 2.08 with respect to Revolving Loan Borrowings. If the Applicable Borrower fails to either repay an Alternate Currency Loan on or before the last day of the applicable Interest Period or deliver a timely continuation request as set forth in Section 2.08(b), the applicable Borrowing shall be continued with an Interest Period of one month’s duration commencing on the last day of the expiring Interest Period. (f) The Alternate Currency Fronting Lender irrevocably agrees to grant and hereby grants to each Participating Lender and, to induce the Alternate Currency Fronting Lender to make Alternate Currency Loans hereunder, each Participating Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Alternate Currency Fronting Lender, on the terms and conditions set forth below, for such Lender’s own account and risk, an undivided risk participation interest equal to such Participating Lender’s Applicable Participation Percentage of the Alternate Currency Fronting Lender’s obligations and rights in this Agreement respect of each Alternate Currency Loan made by or assigned to the Alternate Currency Fronting Lender hereunder as to which such Lender is a Participating Lender. Each Participating Lender unconditionally and irrevocably agrees with the Alternate Currency Fronting Lender that if any amount in respect of the principal or interest owing to the Alternate Currency Fronting Lender in respect of an applicable Alternate Currency AddendumLoan is not paid when due in accordance with the terms of this Agreement, such Participating Lender shall pay to make the Alternate Currency Loans under Fronting Lender upon demand an amount in Dollars (with the Dollar Equivalent of the unpaid amount of such Alternate Currency Addendum Loan to be calculated by the Administrative Agent) equal to such Lender’s Applicable Participation Percentage of such unpaid amount. Each Participating Lender acknowledges and agrees that its payment obligation pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If the Alternate Currency Fronting Lender accepts an assignment pursuant to Section 9.04(b) of one or more Alternate Currency Loans, the Applicable Participation Percentages of the Participating Lenders with respect to such Loans will be adjusted as applicable immediately upon such assignment taking effect. (g) If any amount required to be paid by any Participating Lender to the Alternate Currency Fronting Lender pursuant to this Section 2.04 is not made available to the Alternate Currency Fronting Lender when due, such Participating Lender shall pay to the Alternate Currency Fronting Lender, on demand, such amount with interest thereon at a rate equal to the greater of the daily average Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for the period until such Lender makes such amount immediately available to the Alternate Currency Fronting Lender. If such amount is not made available to the Alternate Currency Fronting Lender by such Participating Lender within three Business Days of such due date, the Alternate Currency Fronting Lender shall also be entitled to recover such amount with interest thereon at the rate per annum applicable Borrower party to ABR Loans, on demand. A certificate of the Alternate Currency Fronting Lender submitted to any Lender with respect to any amounts owing under this Section 2.04 shall be conclusive in the absence of manifest error. (h) Whenever, at any time after the Alternate Currency Fronting Lender has received from any Participating Lender the full amount owing by such Lender pursuant to and in accordance with this Section 2.04 in respect of any Alternate Currency Loan, the Alternate Currency Fronting Lender receives any payment related to such Alternate Currency Addendum Loan (whether directly from time to time in the applicable Alternate Currencyany Borrower or otherwise, in an amount not to exceed each such Alternate Currency Lender’s applicable Alternate Currency Commitment; provided, however, (i) at no time shall the outstanding principal amount including proceeds of all Alternate Currency Loans exceed collateral applied thereto by the Alternate Currency Commitment for such currencyFronting Lender or the Administrative Agent, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount on behalf of the Alternate Currency Loans for Fronting Lender), or any specific payment of interest on account thereof, the Alternate Currency exceed Fronting Lender will distribute to such Participating Lender its pro rata share thereof (and hereby directs the amount specified as Administrative Agent to remit such pro rata share to such Lender out of any such payment received by the maximum amount Administrative Agent for such the account of the Alternate Currency in Fronting Lender). (i) If any payment received by the applicable Alternate Currency Addendum and (iv) at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of Fronting Lender pursuant to this Section 2.04 with respect to any Alternate Currency Commitment of Loan made by it shall be required to be returned by the Alternate Currency Fronting Lender, each Participating Lender with respect to such Loan shall pay to the Alternate Currency Fronting Lender its Applicable Participation Percentage thereof. (j) All outstanding Alternate Currency Loans shall be due and payable, to the extent not previously paid in accordance with the terms hereof, on the Revolving Maturity Date. (k) Following the date on which any risk participation with respect to an Alternate Currency Loan is converted to Dollars pursuant to Section 2.04(f), all amounts payable in connection with such Loan and risk participation shall be denominated and paid in Dollars for all purposes. (l) At the request of the Borrower, and with the consent of the applicable Lender(s) (which may be withheld by any Lender in its sole discretion), one or more Lenders in addition to JPMorgan shall be deemed to utilize such Lender’s Multicurrency Commitment. Each be Alternate Currency Loan shall consist of Lenders with respect to Alternate Currency Loans proposed to be made to a specified Subsidiary Borrower. The Lenders set forth on Schedule 2.04 hereto are hereby requested to act and designated by each applicable the Borrower as and agree to act as, Alternate Currency Lenders with respect to Alternate Currency Loans to be made to Manitowoc EMEA and to Manitowoc Asia Holdings in Euros. The Lenders set forth on Schedule 2.04 hereto are hereby requested to act and designated by the Borrower as, and agree to act as, Alternate Currency Lenders with respect to Alternate Currency Loans to be made to the Borrower in Euros, Sterling and Canadian Dollars. Any Alternate Currency Lender ratably in proportion may comply with its obligations as such by causing an Applicable Lending Installation to perform such Alternate Currency Lender’s respective Alternate Currency Share. Subject to obligations as contemplated by Section 2.02(e), and the terms of this Agreement and the applicable Alternate Currency Addendum, the Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination Date. On the Facility Termination Date, the outstanding principal balance of the Alternate Currency Loans shall be paid applicable to such Applicable Lending Installation as set forth in full by the applicable Borrower and prior to the Facility Termination Date prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency LoanSection 2.02(e). (iim) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New any Lender acting as an Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required Lender pursuant to this Agreement Section 2.04(l) makes an assignment pursuant to Section 9.04(b) of all or a part of its Commitment to a Lender which determines in good faith and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall notifies the Administrative Agent that lending to the applicable Subsidiary Borrower would be illegal, impossible or impracticable for such Lender or would result in costs or expenses for which such Lender would not be indemnified by the Subsidiary Borrower or the Borrower pursuant hereto, then (i) the applicable assignee Lender shall not be an Alternate Currency Lenders have Lender with respect to such Subsidiary Borrower and (ii) at the right written request of the assignee Lender made at least five (5) Business Days prior to accelerate the date of the proposed assignment, the Borrower shall cause all Alternate Currency Loans outstanding under any Alternate Currency Addendum to the applicable Subsidiary Borrower to be repaid in full prior to or substantially contemporaneously with the making of such assignment (it being understood that, following or contemporaneously with such repayment, the applicable Subsidiary Borrower shall, subject to terminate their Alternate Currency Commitments (if any) thereunder the other terms and conditions hereof, be entitled to make reborrow such Alternate Currency Loans prior to from the stated termination date in respect thereof, except that such Administrative Agent and remaining applicable Alternate Currency Lenders shall, Lenders); provided that in each case, have such rights upon an acceleration of the Loans and a termination of event the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, Fronting Lender in its sole discretion accepts an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with assignment of such assigning Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans to such Subsidiary Borrower, the repayment described in this clause (ii) shall not be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv)required.

Alternate Currency Loans. (iA) Subject to Upon the terms satisfaction of the conditions precedent set forth in Article V hereof and conditions of this Agreement and set forth in the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date (unless an or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the Administrative Agent and the applicable each Alternate Currency Lenders agreeBank agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s Bank's applicable Alternate Currency Commitment; provided, howeverfurther, (i) at no time shall the outstanding principal amount of all Alternate Currency Loans exceed the Alternate Currency Commitment for such currency, (ii) at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount Dollar Amount of the Alternate Currency Loans for any specific Alternate Currency exceed the maximum amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum other than as a result of currency fluctuations and (ivthen only to the extent permitted in Section 2.5(B)(ii) and provided, further that at no time shall the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably in proportion to such Alternate Currency Lender’s respective Alternate Currency ShareCommitments. Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the applicable Borrowers may borrow, repay and reborrow Alternate Currency Loans in the applicable Alternate Currency at any time prior to the Facility Termination DateDate (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the Facility Termination DateDate (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower and prior to the Facility Termination Date (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments of the Alternate Currency Loans shall be made by the applicable Borrower if and to the extent required by this AgreementSection 2.5(B)(ii). Subject to For the applicable Alternate Currency Addendumavoidance of doubt, each Alternate Currency Loan it is understood that no Lender shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice any obligation hereunder to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in execute an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant so to this Agreement and such become an Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be madeBank. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv).

Alternate Currency Loans. (iA) Subject to Upon the terms satisfaction of the conditions precedent set forth in Article V hereof and conditions of this Agreement and set forth in the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and prior to the Facility Termination Date (unless an earlier termination date shall be specified in or pursuant to the applicable Alternate Currency Addendum), the Administrative Agent and the applicable Alternate Currency Lenders agreeBank agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency Loans under such Alternate Currency Addendum to the applicable Alternate Currency Borrower party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Lender’s Bank's applicable Alternate Currency Commitment; provided, however, (i) at no time shall the Dollar Amount of the outstanding principal amount of all the Alternate Currency Loans for all Alternate Currencies exceed the Alternate Currency Commitment for such currencyMaximum Eurocurrency Amount other than as a result of currency fluctuations and then only to the extent permitted in Section 2.5(B)(ii); provided, (ii) further, at no time shall the Aggregate Multicurrency Outstanding Credit Exposure exceed the Aggregate Multicurrency Commitments, (iii) at no time shall the aggregate outstanding principal amount Dollar Amount of the Alternate Currency Loans for any specific Alternate Currency exceed the maximum amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum other than as a result of currency fluctuations and (iv) at no time shall then only to the aggregate Alternate Currency Commitments exceed $50,000,000. The Dollar Amount of any Alternate Currency Commitment of an Alternate Currency Lender shall be deemed to utilize such Lender’s Multicurrency Commitment. Each Alternate Currency Loan shall consist of Alternate Currency Loans made by each applicable Alternate Currency Lender ratably extent permitted in proportion to such Alternate Currency Lender’s respective Alternate Currency ShareSection 2.5(B)(ii). Subject to the terms of this Agreement and the applicable Alternate Currency Addendum, the applicable Alternate Currency Borrowers may borrow, repay and reborrow Alternate Currency Loans at any time prior to the Facility Termination DateDate (unless an earlier termination date shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the Facility Termination DateDate (unless an earlier termination date shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Alternate Currency Borrower and prior to the Facility Termination Date (unless an earlier termination date shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments of the Alternate Currency Loans shall be made by the applicable Alternate Currency Borrower if and to the extent required by this Agreement. Subject to the applicable Alternate Currency Addendum, each Alternate Currency Loan shall have a maturity of one, two, three or six months and bear interest at the Eurocurrency Rate for such period as if such Loan were a Eurocurrency Loan. (ii) The Company may, by written notice to the Administrative Agent request the establishment of additional Alternate Currency Commitments in additional Alternate Currencies, provided the Dollar Amount of the Alternate Currency Commitment requested together with the Aggregate Multicurrency Outstanding Credit Exposure does not exceed the Aggregate Multicurrency Commitments (each such request, a “Request for a New Alternate Currency Facility”). The Administrative Agent will promptly forward to the Multicurrency Lenders any Request for a New Alternate Currency Facility received from the Company, provided each Lender shall be deemed not to have agreed to such request unless its written consent thereto has been received by the Administrative Agent within ten (10) Business Days from the date of such notification by the Administrative Agent to such Lender (or such shorter period as shall be specified by the Company in the Request for a New Alternate Currency Facility). In the event that one or more Multicurrency Lenders consent to such Request for a New Alternate Currency Facility and agree to make Alternate Currency Loans in such Alternate Currency in an amount not less than that requested by the Company, upon execution of the applicable Alternate Currency Addendum and the other documents, instruments and agreements required pursuant to this Agreement and such Alternate Currency Addendum, the Alternate Currency Loans with respect thereto may be made. (iii) Except as otherwise required by applicable Law, in no event shall the Administrative Agent or Alternate Currency Lenders have the right to accelerate the Alternate Currency Loans outstanding under any Alternate Currency Addendum or to terminate their Alternate Currency Commitments (if any) thereunder to make Alternate Currency Loans prior to the stated termination date in respect thereof, except that such Administrative Agent and Alternate Currency Lenders shall, in each case, have such rights upon an acceleration of the Loans and a termination of the Commitments pursuant to Section 8.1. (iv) Immediately and automatically upon the occurrence of a Default under Sections 7.2, 7.6 or 7.7, each Lender shall be deemed to have unconditionally and irrevocably purchased from each Alternate Currency Lender, without recourse or warranty, an undivided interest in and participation in each Alternate Currency Loan ratably in accordance with such Lender’s Commitment Percentage, and immediately and automatically all Alternate Currency Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Alternate Currency Loan determined as of the date of such conversion. Each of the Lenders shall pay to the applicable Alternate Currency Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the Alternate Currency Loan purchased by such Lender pursuant to this Section 2.1(c)(iv2.5(B)(ii).