Common use of Alternate Currency Loans Clause in Contracts

Alternate Currency Loans. (a) Upon the satisfaction of the conditions precedent set forth in Article V hereof 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank 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 Bank's applicable Alternate Currency Commitment; provided that at no time shall the 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 Section 2.5(b)(ii). For the avoidance of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum and so to become an Alternate Currency Bank.

Alternate Currency Loans. (a) Upon If any Borrower requests a Borrowing (not including Euro Term Loans) in an Alternate Currency, or if pursuant to any Continuation/Conversion Notice a Borrower elects to continue any Eurocurrency Loan denominated in an Alternate Currency, the satisfaction Administrative Agent shall in the notice given to the Revolving Lenders pursuant to Section 2.3 or Section 2.4, as the case may be, give details of such request or election including, without limitation, as the case may be, the aggregate principal amount of the conditions precedent set forth Borrowing in Article V hereof 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank 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 be made by each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan Commitments. Subject Lender pursuant 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or aggregate principal amount of such earlier termination date as shall Eurocurrency Loans to be specified in or continued by each Lender pursuant to the applicable terms of this Agreement. (b) Each Lender shall be treated as having confirmed that the Alternate Currency Addendum). On requested, or elected by the termination applicable Borrower to be continued, is Available to it unless no later than 9:00 a.m. on the day three Business Days before the date of the Aggregate Tranche B Revolving Loan Commitment requested Borrowing or the Aggregate Tranche D Revolving Loan Commitmentproposed continuation it shall have notified the Administrative Agent that such Alternate Currency is not Available. (c) In the event that the Administrative Agent has received notification from any of the Lenders that the Alternate Currency requested or elected by the applicable Borrower to be continued is not Available, as applicable then the Administrative Agent shall notify such Borrower and the Lenders no later than 10:00 a.m. on the day three Business Days before the date of the proposed Borrowing or proposed continuation. (d) If the Administrative Agent notifies a Borrower pursuant to clause (c) above that any of the Lenders has notified the Administrative Agent that the Alternate Currency requested or elected by such earlier termination date as Borrower to be continued or converted is not Available, such notification shall (i) in the case of any Borrowing Request, revoke such Borrowing Request and (ii) in the case of any Continuation/Conversion Notice, such continuation/conversion with respect thereto shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the deemed withdrawn and such Alternate Currency Loans shall be paid redenominated into Base Rate Loans. The Administrative Agent will promptly notify the Borrowers and the Lenders of any such redenomination and in full such notice by the applicable Borrower Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Alternate Currency Loans as of the Revaluation Date with respect thereto and prior such Lender’s Revolving Loan Percentage thereof. (e) Notwithstanding anything herein to the termination contrary, during the existence of an Event of Default, upon the request of the Aggregate Tranche B Revolving Loan Commitment Required Lenders, all or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments any part of the any outstanding Alternate Currency Loans shall be made by redenominated and converted into Base Rate Loans on the last day of the Interest Period with respect to any such Alternate Currency Loans. The Administrative Agent will promptly notify the applicable Borrower if Borrowers and to the extent required by Section 2.5(b)(ii). For applicable Revolving Lenders, as the avoidance case may be, of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum such redenomination and so to become an Alternate Currency Bankconversion request.

Alternate Currency Loans. (a) Upon Notices to the satisfaction Administrative Agent of borrowings and prepayments of Loans denominated in an Alternate Currency and of the conditions precedent set forth in Article V hereof duration of Interest Periods shall be irrevocable and set forth in shall be effective only if received by the applicable Alternate Currency Addendum, from and including Administrative Agent not later than 12:00 p.m. New York time on the later number of Business Days prior to the date of this Agreement the relevant termination, reduction, borrowing and/or prepayment specified below: Termination or reduction of Revolving Commitments 3 Borrowing or prepayment of, conversion of or into, or duration of Interest Period for CXXXX Rate or C$ Prime Loans 3 Prepayments required pursuant to Section 3.02(b) or 3.02(c) in an Alternate Currency 1 ; provided that, beginning on the date on which Sumitomo Mitsui Banking Corporation (“SMBC”) or any of its Affiliates delivers written notice to both the Administrative Agent and the Company that SMBC or any of its Affiliates or Applicable Lending Offices is permitted to fund borrowings of C$ Prime Loans to the Canadian Borrowers on the same Business Day that a notice of such Borrowing is received by the Administrative Agent, notices of a borrowing of, prepayment of, or conversion into, Loans denominated in Canadian Dollars as C$ Prime Loans, shall be effective if received by the Administrative Agent not later than 12:00 p.m. New York time on the relevant date of such borrowing, prepayment or conversion. Each such notice of termination or reduction shall specify the amount thereof to be terminated or reduced. Each such notice of borrowing or prepayment shall specify the amount of the Loans to be borrowed or prepaid (subject to Section 5.04 hereof) and Type of the Loans to be borrowed, the date of execution borrowing or prepayment (which shall be a Business Day) and, in the case of CXXXX Rate Loans, the duration of the applicable Alternate Currency Addendum and prior Interest Period therefor (subject to the termination definition of Interest Period) and the currency of Loans to be borrowed. Each such notice of duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the affected Lenders of the Aggregate Tranche B Revolving Loan Commitment or contents of each such notice. In the Aggregate Tranche D Revolving Loan Commitmentevent that a Borrower fails to select the duration of any Interest Period for any CXXXX Rate Loans within the time period and otherwise as provided in this Section 5.05, as applicable such Loans will be continued (or such earlier termination date made) as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency CXXXX Rate 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 with an amount not to exceed each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the Dollar Amount Interest Period 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 Section 2.5(b)(ii). For the avoidance of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum and so to become an Alternate Currency Bankone month.

Alternate Currency Loans. (ai) Upon the execution of an applicable Alternate Currency Addendum and upon the satisfaction of the conditions precedent set forth in Article V Sections 4.1, 4.2 and 4.3 hereof and set forth in the such 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable Termination Date (or such unless an earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each of the Lenders in its capacity as an Alternate Currency Bank 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 or Borrowers party to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each the lesser of (i) such Alternate Currency Bank's applicable Alternate Currency CommitmentCommitment and (ii) such Lender's Percentage of the Available Amount; provided that provided, however, at no time shall the Dollar Amount of the outstanding principal amount of the Alternate Currency Loans and Competitive Bid Loans for any specific all Alternate Currencies other than Dollars exceed the Maximum Alternate Currency exceed the maximum amount specified as the maximum amount for such Alternate Currency in the applicable Alternate Currency Addendum Amount other than as a result of currency fluctuations and then only to the extent permitted in Section 2.5(b)(ii) and provided2.5.3.(B)(i)(d). For all purposes of this Section 2.1.2, furtherwhere reference is made to a Lender's Percentage, that at no time where a Lender has designated an Affiliate, branch or agency of it to act as the Alternate Currency Bank, it shall (i) be the Dollar Amount designating Lender's Percentage which is utilized for purposes hereof. Each Alternate Currency Advance under this Section 2.1.2. shall consist of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan CommitmentsAlternate Currency Loans made by each Alternate Currency Bank ratably in proportion to such Lender's Percentage. 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable Termination Date (or such unless an earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable Termination Date (or such unless an 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable Termination Date (or such unless an earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments of the Alternate Currency Loans Advances shall be made by the applicable Borrower if and to the extent required by in Section 2.5(b)(ii2.5.3.(B). For the avoidance of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum and so to become an Alternate Currency Bank.

Alternate Currency Loans. (a) Upon If any Borrower requests a Borrowing in an Alternate Currency, or if pursuant to any Continuation/Conversion Notice a Borrower elects to continue any LIBO Rate Loan denominated in an Alternate Currency, the satisfaction Revolving Loan Administrative Agent shall in the notice given to the Revolving Loan Lenders pursuant to Section 2.3 or Section 2.4, as the case may be, give details of such request or election including, without limitation, as the case may be, the aggregate principal amount of the conditions precedent set forth Borrowing in Article V hereof 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank 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 be made by each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan Commitments. Subject Lender pursuant 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or aggregate principal amount of such earlier termination date as shall LIBO Rate Loans to be specified in or continued by each Lender pursuant to the applicable terms of this Agreement. (b) Each Lender shall be treated as having confirmed that the Alternate Currency Addendum). On requested, or elected by the termination applicable Borrower to be continued, is Available to it unless no later than 9:00 a.m. on the same Business Day of the Aggregate Tranche B requested Borrowing or the proposed continuation it shall have notified the Revolving Loan Commitment or Administrative Agent that such Alternate Currency is not Available. (c) In the Aggregate Tranche D event that the Revolving Loan CommitmentAdministrative Agent has received notification from any of the Lenders that the Alternate Currency requested or elected by the applicable Borrower to be continued is not Available, as applicable then the Revolving Loan Administrative Agent shall notify such Borrower and the Lenders no later than 10:00 a.m. on the same Business Day of the proposed Borrowing or proposed continuation. (d) If the Revolving Loan Administrative Agent notifies a Borrower pursuant to clause (c) above that any of the Lenders has notified the Revolving Loan Administrative Agent that the Alternate Currency requested or elected by such earlier termination date as Borrower to be continued or converted is not Available, such notification shall (i) in the case of any Borrowing Request, revoke such Borrowing Request and (ii) in the case of any Continuation/Conversion Notice, such continuation/conversion with respect thereto shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the deemed withdrawn and such Alternate Currency Loans shall be paid redenominated into Base Rate Loans. The Revolving Loan Administrative Agent will promptly notify the Borrowers and the Lenders of any such redenomination and in full such notice by the applicable Borrower Revolving Loan Administrative Agent to each Lender the Revolving Loan Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Alternate Currency Loans as of the Revaluation Date with respect thereto and prior such Lender’s Percentage thereof. (e) Notwithstanding anything herein to the termination contrary, during the existence of an Event of Default, upon the request of the Aggregate Tranche B Lenders holding in excess of 50% of the Revolving Loan Commitment Commitments, all or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments any part of the any outstanding Alternate Currency Loans shall be made by redenominated and converted into Base Rate Loans on the last day of the Interest Period with respect to any such Alternate Currency Loans. The Revolving Loan Administrative Agent will promptly notify the applicable Borrower if Borrowers and to the extent required by Section 2.5(b)(ii). For the avoidance Revolving Loan Lenders of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum such redenomination and so to become an Alternate Currency Bankconversion request.

Alternate Currency Loans. Each Borrowing of Alternate Currency Loans and each continuation of an Alternate Currency Term Rate Loan shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (aA) Upon telephone or (B) a Notice of Borrowing; provided that any telephonic notice must be confirmed immediately by delivery to the satisfaction Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the conditions precedent set forth in Article V hereof and set forth Administrative Agent not later than 11:00 a.m. three Business Days (or five Business Days in the applicable Alternate Currency Addendum, from and including the later case of the date of this Agreement and the date of execution of the applicable Alternate Currency Addendum and a Special Notice Currency) prior to the termination requested date of any Borrowing or, in the Aggregate Tranche B Revolving Loan Commitment case of Alternate Currency Term Rate Loans, any continuation; provided, however, that if the Borrower wishes to request Alternate Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the Aggregate Tranche D Revolving Loan Commitment, as definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five Business Days (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank agrees, on the terms and conditions set forth in this Agreement and six Business Days 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 case of a Special Notice Currency, in an amount not to exceed each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan 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 termination requested date of such Borrowing or continuation of Alternate Currency Term Rate Loans, whereupon the Aggregate Tranche B Revolving Loan Commitment or Administrative Agent shall give prompt notice to the Aggregate Tranche D Revolving Loan CommitmentLenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., as applicable four Business Days (or such earlier termination date as shall be specified five Business Days in or pursuant the case of a Special Notice Currency) prior to the applicable requested date of such Borrowing or continuation of Alternate Currency Addendum). On the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum)Term Rate Loans, the outstanding principal balance Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of the or continuation of Alternate Currency Loans shall be paid in full by a principal amount of the Dollar Equivalent of $3,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Each Notice of Borrowing shall specify (i) whether the Borrower is requesting a Borrowing or a continuation of Alternate Currency Term Rate Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the currency and principal amount of Loans to be borrowed or continued, (iv) the Type of Loans to be borrowed and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a currency in a Notice of Borrowing requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Notice of Borrowing or if such Borrower fails to give a timely notice requesting a continuation, then the applicable Borrower and prior to the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 as Base Rate Loans denominated in Dollars; provided, however, that in the applicable case of a failure to timely request a continuation of Alternate Currency Term Rate Loans, such Loans shall be continued as Alternate Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. If the Borrower if and requests a Borrowing of or continuation of Alternate Currency Term Rate Loans in any such Notice of Borrowing, but fails to the extent required by Section 2.5(b)(ii). For the avoidance of doubtspecify an Interest Period, it is understood that will be deemed to have specified an Interest Period of one month. Except as otherwise specified in the Credit Agreement, no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum and so to become an Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Alternate Currency BankLoan and reborrowed in the other currency.

Alternate Currency Loans. (a) Upon If any Borrower requests a Borrowing in an Alternate Currency, or if pursuant to any Continuation/Conversion Notice a Borrower elects to continue any LIBOR Rate Loan denominated in an Alternate Currency, the satisfaction Administrative Agent shall in the notice given to the Revolving Loan Lenders pursuant to Section 2.3 or Section 2.4, as the case may be, give details of such request or election including, without limitation, as the case may be, the aggregate principal amount of the conditions precedent set forth Borrowing in Article V hereof 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank 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 be made by each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan Commitments. Subject Lender pursuant 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or aggregate principal amount of such earlier termination date as shall LIBOR Rate Loans to be specified in or continued by each Lender pursuant to the applicable terms of this Agreement. (b) Each Lender shall be treated as having confirmed that the Alternate Currency Addendum). On requested, or elected by the termination applicable Borrower to be continued, is Available to it unless no later than 9:00 a.m. on the same Business Day of the Aggregate Tranche B Revolving Loan Commitment requested Borrowing or the Aggregate Tranche D Revolving Loan Commitmentproposed continuation it shall have notified the Administrative Agent that such Alternate Currency is not Available. (c) In the event that the Administrative Agent has received notification from any of the Lenders that the Alternate Currency requested or elected by the applicable Borrower to be continued is not Available, as applicable then the Administrative Agent shall notify such Borrower and the Lenders no later than 10:00 a.m. on the same Business Day of the proposed Borrowing or proposed continuation. (d) If the Administrative Agent notifies a Borrower pursuant to clause (c) above that any of the Lenders has notified the Administrative Agent that the Alternate Currency requested or elected by such earlier termination date as Borrower to be continued or converted is not Available, such notification shall (i) in the case of any Borrowing Request, revoke such Borrowing Request and (ii) in the case of any Continuation/Conversion Notice, such continuation/conversion with respect thereto shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the deemed withdrawn and such Alternate Currency Loans shall be paid redenominated into Base Rate Loans. The Administrative Agent will promptly notify the Borrowers and the Lenders of any Table of Contents such redenomination and in full such notice by the applicable Borrower Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Alternate Currency Loans as of the Revaluation Date with respect thereto and prior such Lender’s Revolving Loan Percentage thereof. (e) Notwithstanding anything herein to the termination contrary, during the existence of an Event of Default, upon the request of the Aggregate Tranche B Revolving Loan Commitment Required Lenders, all or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments any part of the any outstanding Alternate Currency Loans shall be made by redenominated and converted into Base Rate Loans on the last day of the Interest Period with respect to any such Alternate Currency Loans. The Administrative Agent will promptly notify the applicable Borrower if Borrowers and to the extent required by Section 2.5(b)(ii). For applicable Revolving Loan Lenders, as the avoidance case may be, of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum such redenomination and so to become an Alternate Currency Bankconversion request.

Alternate Currency Loans. If the Agent determines or Required Banks determine (ain either case, which determination shall be conclusive absent manifest error) Upon that, with respect to any existing or requested Overnight Rate Loan (each an “Affected Overnight Rate Loan”) or any Fixed Rate Loan denominated in an Alternate Currency requested to be made or continued, or to be converted from any other Loan (each an “Affected Alternate Currency Loan”), by reason of one or more circumstances arising after the satisfaction date hereof affecting the applicable Overnight Interest Rate (in the case of an Affected Overnight Rate Loan), or the conditions precedent set forth Funding Rate (in Article V the case of an Affected Fixed Rate Loan), as applicable, adequate and reasonable means do not exist for ascertaining the rate of interest applicable to such Affected Loan, or that such rate of interest will not adequately and fairly reflect the cost to the Banks of making, maintaining, converting or continuing such Affected Loan because of (i) any change since the date hereof in any Applicable Law or governmental rule, regulation, order or directive (whether or not having the force of law) or in the interpretation or administration thereof or (ii) other circumstances arising after the date hereof affecting the Banks, the Overnight Interest Rate, or the Funding Rate, as applicable, then the Agent may or, at the request of Required Banks, shall give notice thereof to the Borrower by telephone or facsimile (each a “Rate Unavailability Notice”). Notwithstanding the foregoing, the Agent shall not deliver a Rate Unavailability Notice with respect to any Affected Alternate Currency Loan if the Agent and set forth in the Borrower have selected an Alternate Currency Benchmark Replacement for the applicable Alternate Currency Addendum, from and including the later of the date of this Agreement and the date of execution of applicable Corresponding Tenor, and instead the interest rate applicable to such Affected Alternate Currency Addendum and prior to the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank 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 determined by reference to such Alternate Currency Addendum from time to time in the applicable Alternate Currency, in an amount not to exceed each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 Section 2.5(b)(ii). For the avoidance of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum and so to become an Alternate Currency BankBenchmark Replacement.

Alternate Currency Loans. (ai) Upon the satisfaction of the conditions precedent set forth in Article V Sections 4.1, 4.2 and 4.3 hereof 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable Termination Date (or such unless an earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each applicable Alternate Currency Bank 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 Bank's applicable Alternate Currency Commitment; provided that provided, however, at no time shall the Dollar Amount of the -------- ------- outstanding principal amount of the Alternate Currency Loans for all Alternate Currencies exceed $80,000,000 other than as a result of currency fluctuations and then only to the extent permitted in Section 2.5.3.(B)(i)(d); provided, ----------------------- -------- further, at no time shall the 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time 2.5.3.(B)(i)(d). Each borrowing of Alternate ----------------------- Currency Loans under this Section 2.1.4. shall (i) the Dollar Amount consist of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan CommitmentsAlternate Currency -------------- Loans made by each applicable Alternate Currency Bank ratably in proportion to such Alternate Currency Bank's respective Alternate Currency Percentage. 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable Termination Date (or such unless an earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable Termination Date (or such unless an earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency AddendumAddendum or pursuant to Section 2.1.4(iv) below), ----------------- the outstanding principal balance of the Alternate Currency Loans shall be paid in full by the applicable Borrower Borrower, and prior to the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable Termination Date (or such unless an earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency AddendumAddendum or pursuant to Section 2.1.4(iv) below) prepayments of the Alternate ----------------- Currency Loans shall be made by the applicable Borrower if and to the extent required by in Section 2.5(b)(ii2.5.3.(B). For the avoidance of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum and so to become an Alternate Currency Bank.-----------------

Alternate Currency Loans. (a) Upon If any Borrower requests a Borrowing in an Alternate Currency, or if pursuant to any Continuation/Conversion Notice a Borrower elects to continue any Eurocurrency Loan denominated in an Alternate Currency, the satisfaction Administrative Agent shall in the notice given to the Revolving Lenders pursuant to Section 2.3 or Section 2.4, as the case may be, give details of such request or election including, without limitation, as the case may be, the aggregate principal amount of the conditions precedent set forth Borrowing in Article V hereof 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank 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 be made by each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan Commitments. Subject Lender pursuant 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or aggregate principal amount of such earlier termination date as shall Eurocurrency Loans to be specified in or continued by each Lender pursuant to the applicable terms of this Agreement. (b) Each Lender shall be treated as having confirmed that the Alternate Currency Addendum). On requested, or elected by the termination applicable Borrower to be continued, is Available to it unless no later than 9:00 a.m. on the day three Business Days before the date of the Aggregate Tranche B Revolving Loan Commitment requested Borrowing or the Aggregate Tranche D Revolving Loan Commitmentproposed continuation it shall have notified the Administrative Agent that such Alternate Currency is not Available. (c) In the event that the Administrative Agent has received notification from any of the Lenders that the Alternate Currency requested or elected by the applicable Borrower to be continued is not Available, as applicable then the Administrative Agent shall notify such Borrower and the Lenders no later than 10:00 a.m. on the day three Business Days before the date of the proposed Borrowing or proposed continuation. (d) If the Administrative Agent notifies a Borrower pursuant to clause (c) above that any of the Lenders has notified the Administrative Agent that the Alternate Currency requested or elected by such earlier termination date as Borrower to be continued or converted is not Available, such notification shall (i) in the case of any Borrowing Request, revoke such Borrowing Request and (ii) in the case of any Continuation/Conversion Notice, such continuation/conversion with respect thereto shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the deemed withdrawn and such Alternate Currency Loans shall be paid redenominated into Base Rate Loans. The Administrative Agent will promptly notify the Borrowers and the Lenders of any such redenomination and in full such notice by the applicable Borrower Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Alternate Currency Loans as of the Revaluation Date with respect thereto and prior such Lender’s Revolving Loan Percentage thereof. (e) Notwithstanding anything herein to the termination contrary, during the existence of an Event of Default, upon the request of the Aggregate Tranche B Revolving Loan Commitment Required Lenders, all or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments any part of the any outstanding Alternate Currency Loans shall be made by redenominated and converted into Base Rate Loans on the last day of the Interest Period with respect to any such Alternate Currency Loans. The Administrative Agent will promptly notify the applicable Borrower if Borrowers and to the extent required by Section 2.5(b)(ii). For applicable Revolving Lenders, as the avoidance case may be, of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum such redenomination and so to become an Alternate Currency Bankconversion request.

Alternate Currency Loans. (a) Upon Notices to the satisfaction Administrative Agent of borrowings and prepayments of Loans denominated in an Alternate Currency and of the conditions precedent set forth in Article V hereof duration of Interest Periods shall be irrevocable and set forth in shall be effective only if received by the applicable Alternate Currency Addendum, from and including Administrative Agent not later than 12:00 p.m. New York time on the later number of Business Days prior to the date of this Agreement the relevant termination, reduction, borrowing and/or prepayment specified below: Termination or reduction of Revolving Commitments 3 Borrowing or prepayment of, conversion of or into, or duration of Interest Period for CDOR or C$ Prime Loans 3 Prepayments required pursuant to Section 3.02(b) or 3.02(c) in an Alternate Currency 1 ; provided that, beginning on the date on which Sumitomo Mitsui Banking Corporation (“SMBC”) or any of its Affiliates delivers written notice to both the Administrative Agent and the Company that SMBC or any of its Affiliates or Lending Offices is permitted to fund borrowings of C$ Prime Loans to the Canadian Borrowers on the same Business Day that a notice of such Borrowing is received by the Administrative Agent, notices of a borrowing of, prepayment of, or conversion into, Loans denominated in Canadian Dollars as C$ Prime Loans, shall be effective if received by the Administrative Agent not later than 12:00 p.m. New York time on the relevant date of such borrowing, prepayment or conversion. Each such notice of termination or reduction shall specify the amount thereof to be terminated or reduced. Each such notice of borrowing or prepayment shall specify the amount of the Loans to be borrowed or prepaid (subject to Section 5.04 hereof) and Type of the Loans to be borrowed, the date of execution borrowing or prepayment (which shall be a Business Day) and, in the case of CDOR Loans, the duration of the applicable Alternate Currency Addendum and prior Interest Period therefor (subject to the termination definition of Interest Period) and the currency of Loans to be borrowed. Each such notice of duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the affected Lenders of the Aggregate Tranche B Revolving Loan Commitment or contents of each such notice. In the Aggregate Tranche D Revolving Loan Commitmentevent that a Borrower fails to select the duration of any Interest Period for any CDOR Loans within the time period and otherwise as provided in this Section 5.05, as applicable such Loans will be continued (or such earlier termination date made) as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency CDOR 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 with an amount not to exceed each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the Dollar Amount Interest Period 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 Section 2.5(b)(ii). For the avoidance of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum and so to become an Alternate Currency Bankone month.

Alternate Currency Loans. (a) Upon Notices to the satisfaction Administrative Agent of borrowings and prepayments of Loans denominated in an Alternate Currency and of the conditions precedent set forth in Article V hereof duration of Interest Periods shall be irrevocable and set forth in shall be effective only if received by the applicable Alternate Currency Addendum, from and including Administrative Agent not later than 12:00 p.m. New York time on the later number of Business Days prior to the date of this Agreement the relevant termination, reduction, borrowing and/or prepayment specified below: Termination or reduction of Revolving Commitments 3 Borrowing or prepayment of, conversion of or into, or duration of Interest Period for CDORCORRA Rate or C$ Prime Loans 3 Prepayments required pursuant to Section 3.02(b) or 3.02(c) in an Alternate Currency 1 ; provided that, beginning on the date on which Sumitomo Mitsui Banking Corporation (“SMBC”) or any of its Affiliates delivers written notice to both the Administrative Agent and the Company that SMBC or any of its Affiliates or Lending Offices is permitted to fund borrowings of C$ Prime Loans to the Canadian Borrowers on the same Business Day that a notice of such Borrowing is received by the Administrative Agent, notices of a borrowing of, prepayment of, or conversion into, Loans denominated in Canadian Dollars as C$ Prime Loans, shall be effective if received by the Administrative Agent not later than 12:00 p.m. New York time on the relevant date of such borrowing, prepayment or conversion. Each such notice of termination or reduction shall specify the amount thereof to be terminated or reduced. Each such notice of borrowing or prepayment shall specify the amount of the Loans to be borrowed or prepaid (subject to Section 5.04 hereof) and Type of the Loans to be borrowed, the date of execution borrowing or prepayment (which shall be a Business Day) and, in the case of CDORCORRA Rate Loans, the duration of the applicable Alternate Currency Addendum and prior Interest Period therefor (subject to the termination definition of Interest Period) and the currency of Loans to be borrowed. Each such notice of duration of an Interest Period shall specify the Loans to which such Interest Period is to relate. The Administrative Agent shall promptly notify the affected Lenders of the Aggregate Tranche B Revolving Loan Commitment or contents of each such notice. In the Aggregate Tranche D Revolving Loan Commitmentevent that a Borrower fails to select the duration of any Interest Period for any CDORCORRA Rate Loans within the time period and otherwise as provided in this Section 5.05, as applicable such Loans will be continued (or such earlier termination date made) as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank agrees, on the terms and conditions set forth in this Agreement and in the applicable Alternate Currency Addendum, to make Alternate Currency CDORCORRA Rate 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 with an amount not to exceed each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the Dollar Amount Interest Period 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum). On the termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (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 Section 2.5(b)(ii). For the avoidance of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum and so to become an Alternate Currency Bankone month.

Alternate Currency Loans. (a) Upon If any Borrower requests a Borrowing in an Alternate Currency, or if pursuant to any Continuation/Conversion Notice a Borrower elects to continue any LIBO Rate Loan denominated in an Alternate Currency, the satisfaction Revolving Loan Administrative Agent shall in the notice given to the Original Revolving Loan Lenders and/or the Extended Revolving Loan Lenders, pursuant to Section 2.3 or Section 2.4, as the case may be, give details of such request or election including, without limitation, as the case may be, the aggregate principal amount of the conditions precedent set forth Borrowing in Article V hereof 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum), each Alternate Currency Bank 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 be made by each such Alternate Currency Bank's applicable Alternate Currency Commitment; provided that at no time shall the 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 then only to the extent permitted in Section 2.5(b)(ii) and provided, further, that at no time shall (i) the Dollar Amount of the Tranche B Revolving Credit Obligations exceed the Aggregate Tranche B Revolving Loan Commitments or (ii) the Dollar Amount of the Tranche D Revolving Credit Obligations exceed the Aggregate Tranche D Revolving Loan Commitments. Subject Lender pursuant 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 termination of the Aggregate Tranche B Revolving Loan Commitment or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or aggregate principal amount of such earlier termination date as shall LIBO Rate Loans to be specified in or continued by each Lender pursuant to the applicable terms of this Agreement. (b) Each Lender shall be treated as having confirmed that the Alternate Currency Addendum). On requested, or elected by the termination applicable Borrower to be continued, is Available to it unless no later than 9:00 a.m. on the same Business Day of the Aggregate Tranche B requested Borrowing or the proposed continuation it shall have notified the Revolving Loan Commitment or Administrative Agent that such Alternate Currency is not Available. (c) In the Aggregate Tranche D event that the Revolving Loan CommitmentAdministrative Agent has received notification from any of the Lenders that the Alternate Currency requested or elected by the applicable Borrower to be continued is not Available, as applicable then the Revolving Loan Administrative Agent shall notify such Borrower and the Lenders no later than 10:00 a.m. on the same Business Day of the proposed Borrowing or proposed continuation. (d) If the Revolving Loan Administrative Agent notifies a Borrower pursuant to clause (c) above that any of the Lenders has notified the Revolving Loan Administrative Agent that the Alternate Currency requested or elected by such earlier termination date as Borrower to be continued or converted is not Available, such notification shall (i) in the case of any Borrowing Request, revoke such Borrowing Request and (ii) in the case of any Continuation/Conversion Notice, such continuation/conversion with respect thereto shall be specified in or pursuant to the applicable Alternate Currency Addendum), the outstanding principal balance of the deemed withdrawn and such Alternate Currency Loans shall be paid redenominated into Base Rate Loans. The Revolving Loan Administrative Agent will promptly notify the Borrowers and the Lenders of any such redenomination and in full such notice by the applicable Borrower Revolving Loan Administrative Agent to each Lender the Revolving Loan Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Alternate Currency Loans as of the Revaluation Date with respect thereto and prior such Lender’s Percentage thereof. (e) Notwithstanding anything herein to the termination contrary, during the existence of an Event of Default, upon the request of the Aggregate Tranche B Lenders holding in excess of 50% of the Revolving Loan Commitment Commitments, all or the Aggregate Tranche D Revolving Loan Commitment, as applicable (or such earlier termination date as shall be specified in or pursuant to the applicable Alternate Currency Addendum) prepayments any part of the any outstanding Alternate Currency Loans shall be made by redenominated and converted into Base Rate Loans on the last day of the Interest Period with respect to any such Alternate Currency Loans. The Revolving Loan Administrative Agent will promptly notify the applicable Borrower if Borrowers and to the extent required by Section 2.5(b)(ii). For applicable Revolving Loan Lenders, as the avoidance case may be, of doubt, it is understood that no Lender shall have any obligation hereunder to execute an Alternate Currency Addendum such redenomination and so to become an Alternate Currency Bankconversion request.