Common use of Non-Dollar Letters of Credit Clause in Contracts

Non-Dollar Letters of Credit. (a) The Account Parties, the Administrative Agent, the Issuing Banks and the Banks (i) agree that an Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, issue Letters of Credit (“Non-Dollar Letters of Credit”) in currencies other than U.S. dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 with respect to such Non-Dollar Letters of Credit. (b) The Account Parties agree that their reimbursement obligations under Section 2.03(a) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), and (ii) shall bear interest at a rate per annum equal to the Base Rate plus 2%, for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) to but excluding the date such obligation is paid in full. (c) Each Bank agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of any payment by such Issuing Bank under Section 2.02(f) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%. (d) For purposes of determining whether there is availability for the Account Parties to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c), the Dollar Equivalent amount of the Available Amount of any Non-Dollar Letter of Credit shall be determined on each of (i) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii) the date of any payment by an Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii) the last Business Day of each March, June, September and December and (iv) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion of the LC Commitment Amounts). (f) If, on the last Business Day of each March, June, September and December, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties will immediately eliminate such excess by paying Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, in accordance with its normal banking procedures, Wachovia in its capacity as an Issuing Bank could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any Issuing Bank or any Bank hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Issuing Bank or such Bank of any sum adjudged to be so due in the Judgment Currency, such Issuing Bank or such Bank may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such Issuing Bank or such Bank in the Agreement Currency, the Applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Issuing Bank or such Bank, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such Issuing Bank or such Bank in such currency, each Issuing Bank and each Bank agrees to return the amount of any excess to the Applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “Overnight Rate” means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesCompany, the Administrative Agent, the Issuing Banks Lender and all of the Banks Lenders (i) agree that an that, upon the request of the Company, the Issuing Bank Lender may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars Dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (ba) The Account Parties agree Company agrees that their its reimbursement obligations obligation under Section 2.03(asubsection 3.3(b) and any resulting Letter of Credit AdvanceL/C Borrowing, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to the Base sum of the Overnight Rate plus 2%, the Applicable Offshore Rate Margin for Revolving Loans plus 3% for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) Honor Date to but excluding the date such obligation is paid in fullfull (it being understood that any payment received after 10:30 a.m., Chicago time, on any day shall be deemed received on the following Business Day). (cb) Each Bank Lender agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of make Revolving Loans under subsection 3.3(b) and to make L/C Advances for any payment by such Issuing Bank under Section 2.02(f) unpaid reimbursement obligation or L/C Borrowing in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Offshore Rate Margin for Revolving Loans). (dc) For purposes of determining whether there is availability for the Account Parties Company to request request, continue or convert any Advance or to request the issuance or extension ofLoan, or any request, extend or increase in, the face amount of any Letter of Credit, the Dollar Equivalent amount of the Available Effective Amount of each Non-Dollar Letter of Credit shall be calculated as of on the date such Advance Loan is to be made made, continued or converted or such Letter of Credit is to be issued, extended or increased. (ed) For purposes of determining (i) the amount of the unused portion of the Revolving Commitments under subsection 2.11(b), (ii) the letter of credit fee under Section 2.05(csubsection 3.8(a) and (iii) the letter of credit fronting fee under subsection 3.8(b), the Dollar Equivalent amount of the Available Effective Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount stated amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank Lender in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion aggregate amount of the LC Revolving Commitments and/or L/C Commitment Amounts)is reduced. (fe) If, on the last Business Day day of each March, June, September and Decemberany calendar month or any day on which the aggregate amount of the Revolving Commitments and/or L/C Commitment is reduced, the sum of the principal amount Effective Amount of all Advances Revolving Loans plus the Available Effective Amount of all Letters of Credit plus the Effective Amount of all Swingline Loans (valuing the Available Effective Amount of, and Letter all reimbursement obligations and L/C Borrowings of Credit Advances the Company in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the aggregate amount of the Committed FacilityRevolving Commitments, then the Account Parties Company will immediately eliminate such excess by paying Advances prepaying Revolving Loans and/or Swingline Loans and/or causing the Available Amount of one or more Letters of Credit to be reducedreduced or terminated. (gf) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party the Company in respect of any such sum due from it to any the Administrative Agent, the Issuing Bank Lender or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by such the Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable Account Party Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, the Issuing Lender or the Lender to whom such Issuing Bank or such Bank, as applicable, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank Lender in such currency, each the Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable Account Party Company (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “Overnight Rate” means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account Parties, the Administrative Agent, the Issuing Banks Bank and the Banks (i) agree that an the Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars and (ii) further agree as set forth in the following subsections paragraphs of this Section 2.15 with respect to such Non-Dollar Letters of Credit. (b) The Account Parties agree that their reimbursement obligations under Section 2.03(a) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f2.02(e), on the date of such payment by the Banks), and (ii) shall bear interest at a rate per annum equal to the Base Rate plus 2%, for each day from and including the date on which the Applicable Account Party is to reimburse an the Issuing Bank pursuant to Section 2.03(a) to but excluding the date such obligation is paid in full. (c) Each Bank agrees that its obligation to pay an the Issuing Bank such Bank’s 's Pro Rata Share of the unreimbursed portion of any payment by such the Issuing Bank under Section 2.02(f2.02(e) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%. (d) For purposes of determining whether there is availability for the Account Parties to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c), the Dollar Equivalent amount of the Available Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day of each March, June, September and December and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(eclause (e), such reduction would be greater than the unused portion of the LC Commitment Amounts). (f) If, on the last Business Day of each March, June, September and December, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties will immediately eliminate such excess by paying Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank could purchase the first currency with such other currency on the Letter of Credit Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any the Issuing Bank or any Bank hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Letter of Credit Business Day following receipt by such the Issuing Bank or such Bank of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank in the Agreement Currency, the Applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank or such Bank, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank in such currency, each the Issuing Bank and each Bank agrees to return the amount of any excess to the Applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “"Dollar Equivalent” " means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an the Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an the Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an the Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Letter of Credit Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Letter of Credit Business Day.

Non-Dollar Letters of Credit. (a) The Account Parties, the Administrative Agent, the Issuing Banks Bank and the Banks (i) agree that an the Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars and (ii) further agree as set forth in the following subsections paragraphs of this Section 2.15 with respect to such Non-Dollar Letters of Credit. (b) The Account Parties agree that their reimbursement obligations under Section 2.03(a) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f2.02(e), on the date of such payment by the Banks), and (ii) shall bear interest at a rate per annum equal to the Base Rate plus 2%, for each day from and including the date on which the Applicable Account Party is to reimburse an the Issuing Bank pursuant to Section 2.03(a) to but excluding the date such obligation is paid in full. (c) Each Bank agrees that its obligation to pay an the Issuing Bank such Bank’s 's Pro Rata Share of the unreimbursed portion of any payment by such the Issuing Bank under Section 2.02(f2.02(e) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%. (d) For purposes of determining whether there is availability for the Account Parties to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c), the Dollar Equivalent amount of the Available Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day of each March, June, September and December and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(eclause (e), such reduction would be greater than the unused portion of the LC Commitment Amounts). (f) If, on the last Business Day of each March, June, September and December, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties will immediately eliminate such excess by paying Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any the Issuing Bank or any Bank hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by such the Issuing Bank or such Bank of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank in the Agreement Currency, the Applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank or such Bank, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank in such currency, each the Issuing Bank and each Bank agrees to return the amount of any excess to the Applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “"Dollar Equivalent” " means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an the Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an the Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an the Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account Parties, the Administrative Agent, the Issuing Banks Bank and the Banks (i) agree that an the Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars and (ii) further agree as set forth in the following subsections paragraphs of this Section 2.15 with respect to such Non-Dollar Letters of Credit. (b) The Account Parties agree that their reimbursement obligations under Section 2.03(a) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Bankspayment), and (ii) shall bear interest at a rate per annum equal to the Base Rate plus 2%, for each day from and including the date on which the Applicable Account Party is to reimburse an the Issuing Bank pursuant to Section 2.03(a) to but excluding the date such obligation is paid in full. (c) Each Bank agrees that its obligation to pay an the Issuing Bank such Bank’s 's Pro Rata Share of the unreimbursed portion of any payment by such the Issuing Bank under Section 2.02(f2.02(e) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%. (d) For purposes of determining whether there is availability for the Account Parties to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c), the Dollar Equivalent amount of the Available Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 2.04(a) (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(eclause (e), such reduction would be greater than the unused portion of the LC Commitment Amounts). (f) If, on the last Business Day day of each March, June, September and Decemberany calendar month, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties will immediately eliminate such excess by paying Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank could purchase the first currency with such other currency on the Letter of Credit Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any the Issuing Bank or any Bank hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Letter of Credit Business Day following receipt by such the Issuing Bank or such Bank of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank in the Agreement Currency, the Applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank or such Bank, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank in such currency, each the Issuing Bank and each Bank agrees to return the amount of any excess to the Applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “"Dollar Equivalent” " means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an the Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an the Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an the Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Letter of Credit Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Letter of Credit Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesCompany, the Administrative Agent, the Issuing Banks Lender and all of the Banks Lenders (i) agree that an that, upon the request of the Company, the Issuing Bank Lender may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars Dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (ba) The Account Parties agree Company agrees that their its reimbursement obligations obligation under Section 2.03(asubsection 3.3(b) and any resulting Letter of Credit AdvanceL/C Borrowing, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to the Base sum of the Overnight Rate plus 2%, the Applicable Offshore Rate Margin for Revolving Loans plus 3% for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) Honor Date to but excluding the date such obligation is paid in fullfull (it being understood that any payment received after 10:30 a.m., Chicago time, on any day shall be deemed received on the following Business Day). (cb) Each Bank Lender agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of make Revolving Loans under subsection 3.3(b) and to make L/C Advances for any payment by such Issuing Bank under Section 2.02(f) unpaid reimbursement obligation or L/C Borrowing in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Offshore Rate Margin for Revolving Loans). (dc) For purposes of determining whether there is availability for the Account Parties Company to request request, continue or convert any Advance or to request the issuance or extension ofLoan, or any request, extend or increase in, the face amount of any Letter of Credit, the Dollar Equivalent amount of the Available Effective Amount of each Non-Non- Dollar Letter of Credit shall be calculated as of on the date such Advance Loan is to be made made, continued or converted or such Letter of Credit is to be issued, extended or increased. (ed) For purposes of determining (i) the amount of the unused portion of the Revolving Commitments under subsection 2.11(b), (ii) the letter of credit fee under Section 2.05(csubsection 3.8(a) and (iii) the letter of credit fronting fee under subsection 3.8(b), the Dollar Equivalent amount of the Available Effective Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount stated amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank Lender in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion aggregate amount of the LC Revolving Commitments and/or L/C Commitment Amounts)is reduced. (fe) If, on the last Business Day day of each March, June, September and Decemberany calendar month or any day on which the aggregate amount of the Revolving Commitments and/or L/C Commitment is reduced, the sum of the principal amount Effective Amount of all Advances Revolving Loans plus the Available Effective Amount of all Letters of Credit plus the Effective Amount of all Swingline Loans (valuing the Available Effective Amount of, and Letter all reimbursement obligations and L/C Borrowings of Credit Advances the Company in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the aggregate amount of the Committed FacilityRevolving Commitments, then the Account Parties Company will immediately eliminate such excess by paying Advances prepaying Revolving Loans and/or Swingline Loans and/or causing the Available Amount of one or more Letters of Credit to be reducedreduced or terminated. (gf) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party the Company in respect of any such sum due from it to any the Administrative Agent, the Issuing Bank Lender or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by such the Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable Account Party Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, the Issuing Lender or the Lender to whom such Issuing Bank or such Bank, as applicable, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank Lender in such currency, each the Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable Account Party Company (or to any other Person who may be entitled thereto under applicable law). (hg) For purposes of this Section 2.15Section, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing Bank the London Branch of BofA to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account Parties, the Administrative Agent, the Issuing Banks Bank and the Banks (i) agree that an the Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. ---------------------------- dollars and (ii) further agree as set forth in the following subsections paragraphs of this Section 2.15 with respect to such Non-Dollar Letters of Credit. (b) The Account Parties agree that their reimbursement obligations under Section 2.03(a) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Bankspayment), and (ii) shall bear interest at a rate per annum equal to the Base Rate plus 2%, for each day from and including the date on which the Applicable Account Party is to reimburse an the Issuing Bank pursuant to Section 2.03(a) to but excluding the date such obligation is paid in full. (c) Each Bank agrees that its obligation to pay an the Issuing Bank such Bank’s 's Pro Rata Share of the unreimbursed portion of any payment by such the Issuing Bank under Section 2.02(f2.02(e) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, ---- beginning on the third Business Day after such amount was due, 2%. (d) For purposes of determining whether there is availability for the Account Parties to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c), the Dollar Equivalent amount of the Available Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day of each March, June, September and December and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(eclause (e), such reduction would be greater than the unused portion of the LC Commitment Amounts). (f) If, on the last Business Day of each March, June, September and December, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties will immediately eliminate such excess by paying Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank could purchase the first currency with such other currency on the Letter of Credit Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any the Issuing Bank or any Bank hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in ----------------- which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement --------- Currency”"), be discharged only to the extent that on the Letter of Credit -------- Business Day following receipt by such the Issuing Bank or such Bank of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank in the Agreement Currency, the Applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank or such Bank, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank in such currency, each the Issuing Bank and each Bank agrees to return the amount of any excess to the Applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “"Dollar Equivalent” " means, in ----------------- relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an the Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an the Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate -------------- of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an the Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Letter of Credit Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Letter of Credit Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesBorrowers, the Administrative Agent, the Issuing Banks Bank and the Banks Lenders (i) agree that an the Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“Non-Dollar Letters of Credit”) in currencies other than U.S. dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (b) The Account Parties Borrowers agree that their reimbursement obligations under Section 2.03(a2.05(b) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to (A) in the case of amounts owed to the Issuing Bank, the sum of the Overnight Rate plus the Applicable Margin for Eurodollar Rate Advances plus 2% and (B) in the case of amounts owing to any other Lender, the Base Rate plus 2%, in each case for each day from and including the date on which the Applicable applicable Account Party is to reimburse an the Issuing Bank pursuant to Section 2.03(a2.05(b) to but excluding the date such obligation is paid in full. (c) Each Bank Lender agrees that its obligation to pay an the Issuing Bank such BankLender’s Pro Rata Share of the unreimbursed portion of any payment by such the Issuing Bank under Section 2.02(f2.04(e) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Margin for Eurodollar Rate Advances). (d) For purposes of determining whether there is availability for the Account Parties Borrowers to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c2.09(d), the Dollar Equivalent amount of the Available Amount of any Non-Dollar Letter of Credit shall be determined on each of (i) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii) the date of any payment by an the Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii) the last Business Day day of each March, June, September and December calendar month and (iv) each day on which the LC Commitment Amounts Commitments are to be reduced pursuant to Section 2.04 2.06 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(eclause (e), such reduction would be greater than the unused portion of the LC Commitment AmountsCommitments). (f) If, on the last Business Day day of each March, June, September and Decemberany calendar month, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties Borrowers will immediately eliminate such excess by paying prepaying Committed Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank could purchase the first currency with such other currency on the Letter of Credit Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any the Issuing Bank or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “Agreement Currency”), be discharged only to the extent that on the Letter of Credit Business Day following receipt by such the Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank or such BankLender, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank Lender in such currency, each the Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an the Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an the Issuing Bank at the time of determination; and “Overnight Rate” means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an the Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Letter of Credit Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Letter of Credit Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesBorrowers, the Administrative Agent, the Issuing Banks and the Banks Lenders (i) agree that an Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“Non-Dollar Letters of Credit”) in currencies other than U.S. dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (b) The Account Parties Borrowers agree that their reimbursement obligations under Section 2.03(a2.05(b) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to (A) in the case of amounts owed to the applicable Issuing Bank, the sum of the Overnight Rate plus the Applicable Margin for Eurodollar Rate Advances plus 2% and (B) in the case of amounts owing to any other Lender, the Base Rate plus 2%, in each case for each day from and including the date on which the Applicable applicable Account Party is to reimburse an the applicable Issuing Bank pursuant to Section 2.03(a2.05(b) to but excluding the date such obligation is paid in full. (c) Each Bank Lender agrees that its obligation to pay an the applicable Issuing Bank such BankLender’s Pro Rata Share of the unreimbursed portion of any payment by such Issuing Bank under Section 2.02(f2.04(e) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Margin for Eurodollar Rate Advances). (d) For purposes of determining whether there is availability for the Account Parties Borrowers to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c2.09(d), the Dollar Equivalent amount of the Available Amount of any Non-Dollar Letter of Credit shall be determined on each of (i) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii) the date of any payment by an Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii) the last Business Day day of each March, June, September and December calendar month and (iv) each day on which the LC Commitment Amounts Commitments are to be reduced pursuant to Section 2.04 2.06 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(eclause (e), such reduction would be greater than the unused portion of the LC Commitment AmountsCommitments). (f) If, on the last Business Day day of each March, June, September and Decemberany calendar month, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties Borrowers will immediately eliminate such excess by paying prepaying Committed Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the applicable Issuing Bank could purchase the first currency with such other currency on the Letter of Credit Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any an Issuing Bank or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “Agreement Currency”), be discharged only to the extent that on the Letter of Credit Business Day following receipt by such Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Issuing Bank or such BankLender, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such Issuing Bank or such Bank Lender in such currency, each Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an the applicable Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an such Issuing Bank at the time of determination; and “Overnight Rate” means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an such Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Letter of Credit Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Letter of Credit Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesCompany, the Administrative Agent, the Issuing Banks Lender and all of the Banks Lenders (i) agree that an that, upon the request of the Company, the Issuing Bank Lender may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars Dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (ba) The Account Parties agree Company agrees that their its reimbursement obligations obligation under Section 2.03(asubsection 3.3(b) and any resulting Letter of Credit AdvanceL/C Borrowing, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (ia) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (iib) shall bear interest at a rate per annum equal to the Base sum of the Overnight Rate plus 2%, the Applicable Offshore Rate Margin for Revolving Loans plus 3% for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) Honor Date to but excluding the date such obligation is paid in fullfull (it being understood that any payment received after 10:30 a.m., Chicago time, on any day shall be deemed received on the following Business Day). (cb) Each Bank Lender agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of make Revolving Loans under subsection 3.3(b) and to make L/C Advances for any payment by such Issuing Bank under Section 2.02(f) unpaid reimbursement obligation or L/C Borrowing in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Offshore Rate Margin for Revolving Loans). (dc) For purposes of determining whether there is availability for the Account Parties Company to request request, continue or convert any Advance or to request the issuance or extension ofLoan, or any request, extend or increase in, the face amount of any Letter of Credit, the Dollar Equivalent amount of the Available Effective Amount of each Non-Dollar Letter of Credit shall be calculated as of on the date such Advance Loan is to be made made, continued or converted or such Letter of Credit is to be issued, extended or increased. (ed) For purposes of determining (i) the amount of the unused portion of the Revolving Commitments under subsection 2.11(b), (ii) the letter of credit fee under Section 2.05(csubsection 3.8(a) and (iii) the letter of credit fronting fee under subsection 3.8(b), the Dollar Equivalent amount of the Available Effective Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount face amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank Lender in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion aggregate amount of the LC Revolving Commitments and/or L/C Commitment Amounts)is reduced. (fe) If, on the last Business Day day of each March, June, September and Decemberany calendar month or any day on which the aggregate amount of the Revolving Commitments and/or L/C Commitment is reduced, the sum of the principal amount Effective Amount of all Advances Revolving Loans plus the Available Effective Amount of all Letters of Credit plus the Effective Amount of all Swingline Loans (valuing the Available Effective Amount of, and Letter all reimbursement obligations and L/C Borrowings of Credit Advances the Company in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the aggregate amount of the Committed FacilityRevolving Commitments, then the Account Parties Company will immediately eliminate such excess by paying Advances prepaying Revolving Loans and/or Swingline Loans and/or causing the Available Amount of one or more Letters of Credit to be reducedreduced or terminated. (gf) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party the Company in respect of any such sum due from it to any the Administrative Agent, the Issuing Bank Lender or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by such the Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable Account Party Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, the Issuing Lender or the Lender to whom such Issuing Bank or such Bank, as applicable, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank Lender in such currency, each the Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable Account Party Company (or to any other Person who may be entitled thereto under applicable law). (hg) For purposes of this Section 2.15Section, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing Bank the London Branch of BofA to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesBorrower, the Administrative Agent, the Issuing Banks L/C Issuer and all of the Banks Lenders (ia) agree that an Issuing Bank that, upon the request of the Borrower, the L/C Issuer may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“Non-Dollar Letters of Credit”) in currencies other than U.S. dollars Dollars and (iib) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (bi) The Account Parties agree Borrower agrees that their its reimbursement obligations obligation under Section 2.03(a2.03(c) and any resulting Letter of Credit Advance, L/C Borrowing in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to the Base sum of the Overnight Rate plus 2%, the Applicable Rate for Eurodollar Rate Revolving Credit Loans plus 3% for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) Honor Date to but excluding the date such obligation is paid in full; provided that that any payment received after 3:00 p.m. on any day shall be deemed received on the following Business Day. (cii) Each Bank Lender agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of any payment by such Issuing Bank make Revolving Credit Loans under Section 2.02(f2.03(c) and to make L/C Advances for any unpaid reimbursement obligation or L/C Borrowing in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Rate for Eurodollar Rate Revolving Credit Loans as in effect from time to time). (diii) For purposes of determining whether there is availability for the Account Parties Borrower to request request, continue or convert any Advance or to request the issuance or extension ofLoan, or any request, extend or increase in, the face amount of any Letter of Credit, the Dollar Equivalent amount of the Available Outstanding Amount of each Non-Non Dollar Letter of Credit shall be calculated as of on the date such Advance Loan is to be made made, continued or converted or such Letter of Credit is to be issued, extended or increased. (eiv) For purposes of determining (A) the amount of the unused portion of the Revolving Credit Commitments under Section 2.09(a), (B) the letter of credit fee under Section 2.05(c2.03(i) and (C) the letter of credit fronting fee under Section 2.03(j), the Dollar Equivalent amount of the Available Outstanding Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount stated amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an Issuing Bank the L/C Issuer in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion aggregate amount of the LC Revolving Credit Commitments and/or L/C Commitment Amounts)is reduced. (fv) If, on the last Business Day day of each March, June, September and Decemberany calendar month or any day on which the aggregate amount of the Revolving Credit Commitments and/or L/C Commitment is reduced, the sum of the principal amount Outstanding Amount of all Advances Revolving Credit Loans plus the Available Outstanding Amount of all Letters of Credit plus the Outstanding Amount of all Swing Line Loans (valuing the Available Outstanding Amount of, and Letter all reimbursement obligations and L/C Borrowings of Credit Advances the Borrower in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the aggregate amount of the Committed FacilityRevolving Credit Commitments, then the Account Parties Borrower will immediately eliminate such excess by paying Advances prepaying Revolving Credit Loans or Swing Line Loans and/or causing the Available Amount of one or more Letters of Credit to be reducedreduced or terminated. (gvi) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an Issuing Bank procedures the L/C Issuer could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party the Borrower in respect of any such sum due from it to any Issuing Bank the Administrative Agent, the L/C Issuer or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Issuing Bank or such Bank the L/C Issuer of any sum adjudged to be so due in the Judgment Currency, such Issuing Bank or such Bank the L/C Issuer may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such Issuing Bank or such Bank the L/C Issuer in the Agreement Currency, the Applicable Account Party Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, the L/C Issuer or the Lender to whom such Issuing Bank or such Bank, as applicable, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such Issuing Bank or such Bank the L/C Issuer in such currency, each Issuing Bank and each Bank the L/C Issuer agrees to return the amount of any excess to the Applicable Account Party Borrower (or to any other Person who may be entitled thereto under applicable law). (hvii) For purposes of this Section 2.15Section, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “Overnight Rate” means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing the London Branch of Bank of America to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesBorrowers, the Administrative Agent, the Issuing Banks Bank and the Banks Lenders (i) agree that an the Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (b) The Account Parties Borrowers agree that their reimbursement obligations under Section 2.03(a2.05(b) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to (A) in the case of amounts owed to the Issuing Bank, the sum of the Overnight Rate plus the Applicable Margin for Eurodollar Rate Advances plus 2% and (B) in the case of amounts owing to any other Lender, the Base Rate plus 2%, in each case for each day from and including the date on which the Applicable applicable Account Party is to reimburse an the Issuing Bank pursuant to Section 2.03(a2.05(b) to but excluding the date such obligation is paid in full. (c) Each Bank Lender agrees that its obligation to pay an the Issuing Bank such Bank’s Lender's Pro Rata Share of the unreimbursed portion of any payment by such the Issuing Bank under Section 2.02(f2.04(e) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Margin for Eurodollar Rate Advances). (d) For purposes of determining whether there is availability for the Account Parties Borrowers to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c2.09(d), the Dollar Equivalent amount of the Available Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Commitment Amounts WC Commitments are to be reduced pursuant to Section 2.04 2.06 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(eclause (e), such reduction would be greater than the unused portion of the LC Commitment AmountsWC Commitments). (f) If, on the last Business Day day of each March, June, September and Decemberany calendar month, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties Borrowers will immediately eliminate such excess by paying prepaying Committed Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank could purchase the first currency with such other currency on the Letter of Credit Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any the Issuing Bank or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Letter of Credit Business Day following receipt by such the Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank or such BankLender, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank Lender in such currency, each the Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “"Dollar Equivalent” " means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an the Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an the Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an the Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Letter of Credit Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Letter of Credit Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesCompany, the Administrative Agent, the Issuing Banks Lender and the Banks Lenders (i) agree that an the Issuing Bank Lender may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“Non"NON-Dollar Letters of Credit”DOLLAR LETTERS OF CREDIT") in currencies other than U.S. dollars Dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (b) The Account Parties agree Company agrees that their its reimbursement obligations obligation under Section 2.03(aSUBSECTION 3.3(b) and any resulting Letter of Credit AdvanceL/C Borrowing, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to the Base sum of the Overnight Rate plus 2%, PLUS the Offshore Rate Margin PLUS 3% for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) Honor Date to but excluding the date such obligation is paid in fullfull (IT BEING UNDERSTOOD that any payment received after 10:30 a.m., Chicago time, on any day shall be deemed received on the following Business Day). (c) Each Bank Lender agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of make Revolving Loans under SUBSECTION 3.3(b) and to make L/C Advances for any payment by such Issuing Bank under Section 2.02(f) unpaid reimbursement obligation or L/C Borrowing in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plusPLUS, beginning on the third Business Day after such amount was due, 2%the Offshore Rate Margin. (d) For purposes of determining whether there is availability for the Account Parties Company to request request, continue or convert any Advance or to request the issuance or extension ofLoan, or any request, extend or increase in, the face amount of any Letter of Credit, the Dollar Equivalent amount of the Available Effective Amount of each Non-Dollar Letter of Credit shall be calculated as of on the date such Advance Loan is to be made made, continued or converted or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining (i) the amount of the unused portion of the Revolving Commitment Amount under SUBSECTION 2.11(b), (ii) the letter of credit fee under Section 2.05(cSUBSECTION 3.8(a) and (iii) the letter of credit fronting fee under SUBSECTION 3.8(b), the Dollar Equivalent amount of the Available Effective Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount face amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank Lender in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Revolving Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion of the LC Commitment Amounts)Amount is reduced. (f) If, on the last Business Day day of each March, June, September and Decemberany calendar month or any day on which the Revolving Commitment Amount is reduced, the sum of the principal amount of all Advances Revolving Loans and Swingline Loans plus the Available Effective Amount of all Letters of Credit (valuing the Available Effective Amount of, and Letter all reimbursement obligations and L/C Borrowings of Credit Advances the Company in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed FacilityRevolving Commitment Amount, then the Account Parties Company will immediately eliminate such excess by paying Advances prepaying Revolving Loans and/or Swingline Loans and/or causing the Available Amount of one or more Letters of Credit to be reducedreduced or terminated. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party the Company in respect of any such sum due from it to any the Issuing Bank Lender or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”"JUDGMENT CURRENCY") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “Agreement Currency”"AGREEMENT CURRENCY"), be discharged only to the extent that on the Business Day following receipt by such the Issuing Bank Lender or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank Lender or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank Lender or such Bank Lender in the Agreement Currency, the Applicable Account Party Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank Lender or such BankLender, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank Lender or such Bank Lender in such currency, each the Issuing Bank Lender and each Bank other Lender agrees to return the amount of any excess to the Applicable Account Party Company (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “Overnight Rate” "OVERNIGHT RATE" means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing the London Branch of Bank of America to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesCompany, the Administrative Agent, the Issuing Banks Lender and all of the Banks Lenders (i) agree that an that, upon the request of the Company, the Issuing Bank Lender may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars Dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (ba) The Account Parties agree Company agrees that their its reimbursement obligations obligation under Section 2.03(asubsection 3.3(b) and any resulting Letter of Credit AdvanceL/C Borrowing, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (ia) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (iib) shall bear interest at a rate per annum equal to the Base sum of the Overnight Rate plus 2%, the Applicable Offshore Rate Margin for Revolving Loans plus 3% for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) Honor Date to but excluding the date such obligation is paid in fullfull (it being understood that any payment received after 10:30 a.m., Chicago time, on any day shall be deemed received on the following Business Day). (cb) Each Bank Lender agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of make Revolving Loans under subsection 3.3(b) and to make L/C Advances for any payment by such Issuing Bank under Section 2.02(f) unpaid reimbursement obligation or L/C Borrowing in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Offshore Rate Margin for Revolving Loans). (dc) For purposes of determining whether there is availability for the Account Parties Company to request request, continue or convert any Advance or to request the issuance or extension ofLoan, or any request, extend or increase in, the face amount of any Letter of Credit, the Dollar Equivalent amount of the Available Effective Amount of each Non-Dollar Letter of Credit shall be calculated as of on the date such Advance Loan is to be made made, continued or converted or such Letter of Credit is to be issued, extended or increased. (ed) For purposes of determining (i) the amount of the unused portion of the Revolving Commitments under subsection 2.11(b), (ii) the letter of credit fee under Section 2.05(csubsection 3.8(a) and (iii) the letter of credit fronting fee under subsection 3.8(b), the Dollar Equivalent amount of the Available Effective Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount face amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank Lender in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion aggregate amount of the LC Revolving Commitments and/or L/C Commitment Amounts)is reduced. (fe) If, on the last Business Day day of each March, June, September and Decemberany calendar month or any day on which the aggregate amount of the Revolving Commitments and/or L/C Commitment is reduced, the sum of the principal amount Effective Amount of all Advances Revolving Loans plus the Available Effective Amount of all Letters of Credit plus the Effective Amount of all Swingline Loans (valuing the Available Effective Amount of, and Letter all reimbursement obligations and L/C Borrowings of Credit Advances the Company in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the aggregate amount of the Committed FacilityRevolving Commitments, then the Account Parties Company will immediately eliminate such excess by paying Advances prepaying Revolving Loans and/or Swingline Loans and/or causing the Available Amount of one or more Letters of Credit to be reducedreduced or terminated. (gf) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party the Company in respect of any such sum due from it to any the Administrative Agent, the Issuing Bank Lender or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by such the Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable Account Party Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, the Issuing Lender or the Lender to whom such Issuing Bank or such Bank, as applicable, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank Lender in such currency, each the Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable Account Party Company (or to any other Person who may be entitled thereto under applicable law). (hg) For purposes of this Section 2.15Section, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing Bank the London Branch of BofA to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesCompany, the Administrative Agent, the Issuing Banks Lender and the Banks Lenders (i) agree that an the Issuing Bank Lender may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“Non"NON-Dollar Letters of Credit”DOLLAR LETTERS OF CREDIT") in currencies other than U.S. dollars Dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (b) The Account Parties agree Company agrees that their its reimbursement obligations obligation under Section 2.03(aSUBSECTION 3.3(b) and any resulting Letter of Credit AdvanceL/C Borrowing, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to the Base sum of the Federal Funds Rate plus 2%, PLUS the Eurocurrency Rate Margin PLUS 3% for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) Honor Date to but excluding the date such obligation is paid in fullfull (IT BEING UNDERSTOOD that any payment received after 10:30 a.m., Chicago time, on any day shall be deemed received on the following Business Day). (c) Each Bank Lender agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of make U.S. Revolving Loans under SUBSECTION 3.3(b) and to make L/C Advances for any payment by such Issuing Bank under Section 2.02(f) unpaid reimbursement obligation or L/C Borrowing in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plusPLUS, beginning on the third Business Day after such amount was due, 2%the Eurocurrency Rate Margin). (d) For purposes of determining whether there is availability for the Account Parties Company to request request, continue or convert any Advance or to request the issuance or extension ofLoan, or any request, extend or increase in, the face amount of any Letter of Credit, the Dollar Equivalent amount of the Available Effective Amount of each Non-Dollar Letter of Credit shall be calculated as of on the date such Advance is to be made or such Letter of Credit is to be issued, extended or increasedincreased and on the last day of each calendar month. (e) For purposes of determining (i) the amount of the unused portion of the U.S. Revolving Commitment Amount under SUBSECTION 2.11(b), (ii) the letter of credit fee under Section 2.05(cSUBSECTION 3.8(a) and (iii) the letter of credit fronting fee under SUBSECTION 3.8(b), the Dollar Equivalent amount of the Available Effective Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount face amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank Lender in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC U.S. Revolving Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion of the LC Commitment Amounts)Amount is reduced. (f) If, on the last Business Day day of each March, June, September and Decemberany calendar month or any day on which the U.S. Revolving Commitment Amount is reduced, the sum of the principal amount of all Advances Revolving Loans and U.S. Swingline Loans plus the Available Effective Amount of all Letters of Credit (valuing the Available Effective Amount of, and Letter all reimbursement obligations and L/C Borrowings of Credit Advances the Company in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed FacilityU.S. Revolving Commitment Amount, then the Account Parties Company will immediately eliminate such excess by paying Advances prepaying U.S. Revolving Loans and/or U.S. Swingline Loans and/or causing the Available Amount of one or more Letters of Credit to be reducedreduced or terminated. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, in accordance with its normal banking procedures, Wachovia in its capacity as an Issuing Bank could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any Issuing Bank or any Bank hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Issuing Bank or such Bank of any sum adjudged to be so due in the Judgment Currency, such Issuing Bank or such Bank may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such Issuing Bank or such Bank in the Agreement Currency, the Applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Issuing Bank or such Bank, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such Issuing Bank or such Bank in such currency, each Issuing Bank and each Bank agrees to return the amount of any excess to the Applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “Overnight Rate” means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesCompany, the Administrative Agent, the Issuing Banks Lender and the Banks Lenders (i) agree that an the Issuing Bank Lender may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars Dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (b) The Account Parties agree Company agrees that their its reimbursement obligations obligation under Section 2.03(asubsection 3.3(b) and any resulting Letter of Credit AdvanceL/C Borrowing, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to the Base sum of the Overnight Rate plus 2%, the Margin plus 3% for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) Honor Date to but excluding the date such obligation is paid in fullfull (it being understood that any payment received after 10:30 a.m., Chicago time, on any day shall be deemed received on the following Business Day). (c) Each Bank Lender agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of make Revolving Loans under subsection 3.3(b) and to make L/C Advances for any payment by such Issuing Bank under Section 2.02(f) unpaid reimbursement obligation or L/C Borrowing in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Margin. (d) For purposes of determining whether there is availability for the Account Parties Company to request request, continue or convert any Advance or to request the issuance or extension ofLoan, or any request, extend or increase in, the face amount of any Letter of Credit, the Dollar Equivalent amount of the Available Effective Amount of each Non-Non- Dollar Letter of Credit shall be calculated as of on the date such Advance Loan is to be made made, continued or converted or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining (i) the amount of the unused portion of the Revolving Commitment Amount under subsection 2.11(b), (ii) the letter of credit fee under Section 2.05(csubsection 3.8(a) and (iii) the letter of credit fronting fee under subsection 3.8(b), the Dollar Equivalent amount of the Available Effective Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount face amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank Lender in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Revolving Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion of the LC Commitment Amounts)Amount is reduced. (f) If, on the last Business Day day of each March, June, September and Decemberany calendar month or any day on which the Revolving Commitment Amount is reduced, the sum of the principal amount of all Advances Revolving Loans and Swingline Loans plus the Available Effective Amount of all Letters of Credit (valuing the Available Effective Amount of, and Letter all reimbursement obligations and L/C Borrowings of Credit Advances the Company in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed FacilityRevolving Commitment Amount, then the Account Parties Company will immediately eliminate such excess by paying Advances prepaying Revolving Loans and/or Swingline Loans and/or causing the Available Amount of one or more Letters of Credit to be reducedreduced or terminated. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party the Company in respect of any such sum due from it to any the Issuing Bank Lender or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Non- Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Business Day following receipt by such the Issuing Bank Lender or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank Lender or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank Lender or such Bank Lender in the Agreement Currency, the Applicable Account Party Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank Lender or such BankLender, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank Lender or such Bank Lender in such currency, each the Issuing Bank Lender and each Bank other Lender agrees to return the amount of any excess to the Applicable Account Party Company (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing Bank the London Branch of BofA to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesCompany, the Administrative Agent, the Issuing Banks Lender and all of the Banks Lenders (ia) agree that an that, upon the request of the Company, the Issuing Bank Lender may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“Non"NON-Dollar Letters of Credit”DOLLAR LETTERS OF CREDIT") in currencies other than U.S. dollars Dollars and (iib) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (bi) The Account Parties agree Company agrees that their its reimbursement obligations obligation under Section 2.03(a3.3(a) and any resulting Letter of Credit Advance, L/C Borrowing in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to the Base sum of the Overnight Rate plus 2%, the Applicable Rate for Eurodollar Rate Revolving Credit Loans plus 3% for each day from and including the date on which the Applicable Account Party is to reimburse an Issuing Bank pursuant to Section 2.03(a) Honor Date to but excluding the date such obligation is paid in full; provided that any payment received after 3:00 p.m. on any day shall be deemed received on the following Business Day. (cii) Each Bank Lender agrees that its obligation to pay an Issuing Bank such Bank’s Pro Rata Share of the unreimbursed portion of any payment by such Issuing Bank make Revolving Credit Loans under Section 2.02(f3.3(a) and to make L/C Advances for any unpaid reimbursement obligation or L/C Borrowing in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Rate for Eurodollar Rate Revolving Credit Loans as in effect from time to time). (diii) For purposes of determining whether there is availability for the Account Parties Company to request request, continue or convert any Advance or to request the issuance or extension ofLoan, or any request, extend or increase in, the face amount of any Letter of Credit, the Dollar Equivalent amount of the Available Effective Amount of each Non-Dollar Letter of Credit shall be calculated as of on the date such Advance Loan is to be made made, continued or converted or such Letter of Credit is to be issued, extended or increased. (eiv) For purposes of determining (A) the amount of the unused portion of the Revolving Credit Commitments under Section 2.10(c),(B) the letter of credit fee under Section 2.05(c), 3.8(a) and (C) the letter of credit fronting fee under Section 3.8(b\ the Dollar Equivalent amount of the Available Effective Amount of any Non-Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount stated amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank Lender in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Commitment Amounts are to be reduced pursuant to Section 2.04 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(e), such reduction would be greater than the unused portion aggregate amount of the LC Revolving Credit Commitments and/or L/C Commitment Amounts)is reduced. (fv) If, on the last Business Day day of each March, June, September and Decemberany calendar month or any day on which the aggregate amount of the Revolving Credit Commitments and/or L/C Commitment is reduced, the sum of the principal amount Effective Amount of all Advances Revolving Credit Loans plus the Available Effective Amount of all Letters of Credit plus the Effective Amount of all Swingline Loans (valuing the Available Effective Amount of, and Letter all reimbursement obligations and L/C Borrowings of Credit Advances the Company in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the aggregate amount of the Committed FacilityRevolving Credit Commitments, then the Account Parties Company will immediately eliminate such excess by paying Advances prepaying Revolving Credit Loans or Swingline Loans and/or causing the Available Amount of one or more Letters of Credit to be reducedreduced or terminated. (gvi) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank Lender could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Account Party the Company in respect of any such sum due from it to any the Administrative Agent, the Issuing Bank Lender or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other "JUDGMENT CURRENCY")other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Non- Dollar Letter of Credit (the “Agreement Currency”"AGREEMENT CURRENCY"), be discharged only to the extent that on the Business Day following receipt by such the Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable Account Party Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent, the Issuing Lender or the Lender to whom such Issuing Bank or such Bank, as applicable, obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank Lender in such currency, each the Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable Account Party Company (or to any other Person who may be entitled thereto under applicable law). (hvii) For purposes of this Section 2.15, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “Overnight Rate” "OVERNIGHT RATE" means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing the London Branch of Bank of America to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesBorrowers, the Administrative Agent, the Issuing Banks Bank and the Banks Lenders (i) agree that an the Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“"Non-Dollar Letters of Credit”") in currencies other than U.S. dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (b) The Account Parties Borrowers agree that their reimbursement obligations under Section 2.03(a2.05(b) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to (A) in the case of amounts owed to the Issuing Bank, the sum of the Overnight Rate plus the Applicable Margin for Eurodollar Rate Advances plus 2% and (B) in the case of amounts owing to any other Lender, the Base Rate plus 2%, in each case for each day from and including the date on which the Applicable applicable Account Party is to reimburse an the Issuing Bank pursuant to Section 2.03(a2.05(b) to but excluding the date such obligation is paid in full. (c) Each Bank Lender agrees that its obligation to pay an the Issuing Bank such Bank’s Lender's Pro Rata Share of the unreimbursed portion of any payment by such the Issuing Bank under Section 2.02(f2.04(e) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Margin for Eurodollar Rate Advances). (d) For purposes of determining whether there is availability for the Account Parties Borrowers to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c2.09(d), the Dollar Equivalent amount of the Available Amount of any Non-Non- Dollar Letter of Credit shall be determined on each of (i1) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii2) the date of any payment by an the Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii3) the last Business Day day of each March, June, September and December calendar month and (iv4) each day on which the LC Commitment Amounts WC Commitments are to be reduced pursuant to Section 2.04 2.06 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(eclause (e), such reduction would be greater than the unused portion of the LC Commitment AmountsWC Commitments). (f) If, on the last Business Day day of each March, June, September and Decemberany calendar month, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties Borrowers will immediately eliminate such excess by paying prepaying Committed Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank could purchase the first currency with such other currency on the Letter of Credit Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any the Issuing Bank or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “"Judgment Currency”") other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “"Agreement Currency”"), be discharged only to the extent that on the Letter of Credit Business Day following receipt by such the Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank or such BankLender, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank Lender in such currency, each the Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “"Dollar Equivalent” " means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an the Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an the Issuing Bank at the time of determination; and “"Overnight Rate” " means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an the Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Letter of Credit Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Letter of Credit Business Day.

Non-Dollar Letters of Credit. (a) The Account PartiesBorrowers, the Administrative Agent, the Issuing Banks Bank and the Banks Lenders (i) agree that an the Issuing Bank may (in its sole discretion), with the prior approval of the Administrative Agent, ) issue Letters of Credit (“Non-Dollar Letters of Credit”) in currencies other than U.S. dollars and (ii) further agree as set forth in the following subsections of this Section 2.15 follows with respect to such Non-Dollar Letters of Credit.: (b) The Account Parties Borrowers agree that their reimbursement obligations under Section 2.03(a2.05(b) and any resulting Letter of Credit Advance, in each case in respect of a drawing under any Non-Dollar Letter of Credit, (i) shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (determined on the date of payment by the Account Parties or, in the event of payment by the Banks pursuant to Section 2.02(f), on the date of such payment by the Banks), payment) and (ii) shall bear interest at a rate per annum equal to (A) in the case of amounts owed to the Issuing Bank, the sum of the Overnight Rate plus the Applicable Margin for Eurodollar Rate Advances plus 2% and (B) in the case of amounts owing to any other Lender, the Base Rate plus 2%, in each case for each day from and including the date on which the Applicable applicable Account Party is to reimburse an the Issuing Bank pursuant to Section 2.03(a2.05(b) to but excluding the date such obligation is paid in full. (c) Each Bank Lender agrees that its obligation to pay an the Issuing Bank such BankLender’s Pro Rata Share of the unreimbursed portion of any payment by such the Issuing Bank under Section 2.02(f2.04(e) in respect of a drawing under any Non-Dollar Letter of Credit shall be payable in Dollars at the Dollar Equivalent of such obligation in the currency in which such Non-Dollar Letter of Credit was issued (calculated on the date of payment), ) (and any such amount which is not paid when due shall bear interest at a rate per annum equal to the Overnight Rate plus, beginning on the third Business Day after such amount was due, 2%the Applicable Margin for Eurodollar Rate Advances). (d) For purposes of determining whether there is availability for the Account Parties Borrowers to request any Advance or to request the issuance or extension of, or any increase in, any Letter of Credit, the Dollar Equivalent amount of the Available Amount of each Non-Dollar Letter of Credit shall be calculated as of the date such Advance is to be made or such Letter of Credit is to be issued, extended or increased. (e) For purposes of determining the letter of credit fee under Section 2.05(c2.09(d), the Dollar Equivalent amount of the Available Amount of any Non-Dollar Letter of Credit shall be determined on each of (i) the date of an issuance, extension or change in the Available Amount of such Non-Dollar Letter of Credit, (ii) the date of any payment by an the Issuing Bank in respect of a drawing under such Non-Dollar Letter of Credit, (iii) the last Business Day day of each March, June, September and December calendar month and (iv) each day on which the LC Commitment Amounts Commitments are to be reduced pursuant to Section 2.04 2.06 (it being understood that no requested reduction shall be permitted to the extent that, after making a calculation pursuant to this Section 2.15(eclause (e), such reduction would be greater than the unused portion of the LC Commitment AmountsCommitments). (f) If, on the last Business Day day of each March, June, September and Decemberany calendar month, the sum of the principal amount of all Advances plus the Available Amount of all Letters of Credit (valuing the Available Amount of, and Letter of Credit Advances in respect of, any Non-Dollar Letter of Credit at the Dollar Equivalent thereof as of such day) would exceed the amount of the Committed Facility, then the Account Parties Borrowers will immediately eliminate such excess by paying prepaying Committed Advances and/or causing the Available Amount of one or more Letters of Credit to be reduced. (g) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due in respect of any Non-Dollar Letter of Credit in one currency into another currency, the rate of exchange used shall be that at which, which in accordance with its normal banking procedures, Wachovia in its capacity as an procedures the Issuing Bank could purchase the first currency with such other currency on the Letter of Credit Business Day preceding that on which final judgment is given. The obligation of any Account Party in respect of any such sum due from it to any the Issuing Bank or any Bank Lender hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement and the applicable Non-Dollar Letter of Credit (the “Agreement Currency”), be discharged only to the extent that on the Letter of Credit Business Day following receipt by such the Issuing Bank or such Bank Lender of any sum adjudged to be so due in the Judgment Currency, such the Issuing Bank or such Bank Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such the Issuing Bank or such Bank Lender in the Agreement Currency, the Applicable applicable Account Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such the Issuing Bank or such BankLender, as applicable, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such the Issuing Bank or such Bank Lender in such currency, each the Issuing Bank and each Bank Lender agrees to return the amount of any excess to the Applicable applicable Account Party (or to any other Person who may be entitled thereto under applicable law). (h) For purposes of this Section 2.15Section, “Dollar Equivalent” means, in relation to an amount denominated in a currency other than U.S. dollars, the amount of U.S. dollars which could be purchased with such amount by Wachovia in its capacity as an the Issuing Bank in accordance with its customary procedures (and giving effect to any transaction costs) at the quoted foreign exchange spot rate of Wachovia in its capacity as an Issuing Bank at the time of determination; and “Overnight Rate” means, for any day, the rate of interest per annum at which overnight deposits in the applicable currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Wachovia in its capacity as an Issuing Bank to major banks in the London or other applicable offshore interbank market. The Overnight Rate for any day which is not a Business Day (or on which dealings are not carried on in the applicable offshore interbank market) shall be the Overnight Rate for the immediately preceding Business Day.any