Common use of Utilization of Commitments in Offshore Currencies Clause in Contracts

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Day of each calendar quarter and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 or Section 4.05 (each such date under clauses (i) through (iii), a “Computation Date”). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore Currency, the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender by 2:00 p.m. four Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 a.m. on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available to all Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereof. (d) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 p.m. three Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Pro Rata Share thereof. (e) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company of any such redenomination and conversion request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent ------------------------------------------------- will determine the Dollar Equivalent amount Amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Day of each calendar quarter quarter, (iii) Letters of Credit to be Issued in an Offshore Currency as of the requested date of Issuance, (iv) outstanding Letters of Credit denominated in an Offshore Currency as of the last Business Day of each calendar quarter, and (iiiv) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 2.5, Section 3.3(c) or Section 4.05 4.2 (each such date under clauses (i) through (iii), v) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, ; provided that the Administrative Majority Banks may in ---------------- -------- writing instruct the Agent will promptly notify each Revolving Lender thereof and of the amount of to determine such Lender’s Pro Rata Share of the applicable Borrowing. In the case Dollar Equivalent Amount as of a Borrowing comprised of Offshore Currency Loans, date in addition to the related Notice of Borrowing will provide the approximate amount last Business Day of each Lender’s Pro Rata Share of such Borrowingcalendar quarter, and the Administrative Issuing Bank may in writing instruct the Agent will, upon the determination of the to determine such Dollar Equivalent amount Amount as of a conversion date (if not on the last Business Day of a calendar quarter) in connection with a redenomination of any amounts payable in an Offshore Currency pursuant to subsection 3.3(c), in which case such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowingalternative date or dates shall also be a Computation Date or Dates. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing of Revolving Loans comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders Banks shall be under no obligation to make such Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing Borrowing, if the Administrative Agent has received notice from or the Banks shall determine that for any Lender by 2:00 p.m. four Business Days prior to reason the day of such Borrowing that such Lender Banks cannot provide Loans in the requested Additional Offshore Currency, in which . In such event the Administrative Agent will promptly give notice to the Company and the Lenders no later than 9:30 a.m. on the third Business Day prior to the requested date of such Borrowing Borrowers' Designee that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Agent to all Lendersthe Banks. If the Administrative Agent shall have so notified the Company Borrowers' Designee that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company Borrowers' Designee may, by notice to the Administrative Agent not later than 10:30 a.m. three 12:00 noon (San Francisco time) one Business Days Day prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws Borrowers' Designee does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each LenderBank. If, prior to such time, If the Company Borrowers' Designee does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Bank's Pro Rata Share thereof. (d) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 p.m. three Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Pro Rata Share thereof. (e) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company of any such redenomination and conversion request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Banking Day of each calendar quarter month, and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 2.08 or Section 4.05 (each such date under clauses (i) through (iii), ) a “"Computation Date”"). The Agent will provide the Company with the amount determined pursuant to the foregoing clause (ii) promptly following the end of each month. Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s 's Pro Rata Revolving Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing such notice will provide the approximate amount of each Lender’s 's Pro Rata Revolving Share of such the Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such the Borrowing as specified in such the Notice of Borrowing, promptly notify each Revolving Lender of the exact amount of such Revolving Lender’s 's Pro Rata Revolving Share of such the Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Revolving Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Revolving Lenders by 2:00 3:00 p.m. four (local time) three Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 9:00 a.m. (local time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available to all Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of no such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, the Borrowing requested therein shall not occur be made and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not any request the making of for a Swing Line Revolving Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing Currency shall be deemed to withdrawn and shall otherwise be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereofwithout effect. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Revolving Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Revolving Lenders by 4:00 p.m. (local time) three Business Days prior to the day of such continuation that such Revolving Lender cannot continue to provide Loans in the Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. (local time) on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans assumed by the Company in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Revolving Lenders of any such redenomination and in such notice by the Administrative Agent to each Revolving Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans assumed by the Company as of the Computation Date with respect thereto and such Revolving Lender’s 's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Revolving Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars assumed by the Company with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company applicable Borrower of any such redenomination and conversion request. (e) The Company shall be entitled to request that Revolving Loans hereunder shall also be permitted to be made in any other lawful currency constituting a eurocurrency (other than Dollars), in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of each Revolving Lender is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). The Company shall deliver to the Agent any request for designation of an Agreed Alternative Currency in accordance with Section 11.02, to be received by the Agent not later than noon (local time) at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Agent will promptly notify the Revolving Lenders thereof, and each Revolving Lender will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Revolving Lender may grant or accept such request in its sole discretion. The Agent will promptly notify the Company of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Banking Day of each calendar quarter and month, (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 2.05 or Section 4.05 4.05, (iv) Issuance or renewal of any Letter of Credit denominated in an Offshore L/C Currency as of the requested date of Issuance or renewal and (v) outstanding Letter of Credit denominated in an Offshore L/C Currency as of the last Banking Day of each month (each such date under clauses (i) through (iii), v) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders Banks shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Banks by 2:00 5:00 p.m. (Chicago time) four Business Days prior to the day of such Borrowing that such Lender Bank cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 a.m. 12:00 noon (Chicago time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Agent to all Lendersthe Banks. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. 5:00 p.m. (Chicago time) three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each LenderBank. If, prior to such time, If the Company does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Bank's Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders Banks shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders Banks by 4:00 5:00 p.m. three (Chicago time) four Business Days prior to the day of such continuation that such Lender Bank cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. 12:00 noon (Chicago time) on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the LendersBanks. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders Banks of any such redenomination and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Bank's Pro Rata Share thereof. (ed) Notwithstanding anything herein The Company shall be entitled to request that Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the contrarycurrencies specified in the definition of "Offshore Currency" herein, during that in the existence of a Default or an Event of Default, upon the request opinion of the Required LendersBanks is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). The Company shall deliver to the Agent any request for designation of an Agreed Alternative Currency in accordance with Section 11.02, all or any part to be received by the Agent not later than 12:00 noon (Chicago time) at least 10 Business Days in advance of the date of any outstanding Offshore Currency Loans shall Borrowing hereunder proposed to be redenominated and converted into Base Rate Loans made in Dollars with effect from the last day such Agreed Alternative Currency. Upon receipt of the Interest Period with respect to any such Offshore Currency Loansrequest the Agent will promptly notify the Banks thereof, and each Bank will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Bank may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such redenomination and conversion request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) L/C Obligations relating to an Offshore Currency L/C as of the requested Issuance Date of such Offshore Currency L/C, (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies Currency L/C's as of the last Business Day of each calendar quarter month, and (iiiiv) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 or Section 4.05 4.5 (each such date under clauses (i) through (iii), iv) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders Banks shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Banks by 2:00 p.m. 9:00 a.m. (San Francisco time) four Business Days prior to the day of such Borrowing that it is impossible for such Lender cannot Bank to provide Loans in the requested Additional Offshore CurrencyCurrency due to the occurrence of events beyond such Bank's control, in which event the Administrative Agent will give notice to the Company and the Lenders respective Borrower no later than 9:30 a.m. 5:00 p.m. (San Francisco time) on the third fourth Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Agent to all Lendersthe Banks. If the Administrative Agent shall have so notified the Company respective Borrower that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice respective Borrower shall be deemed automatically to have withdrawn the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of such Borrowing, withdraw the related Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, and the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereofoccur. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.042.4, the Lenders Banks shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders Banks by 4:00 p.m. three 9:00 a.m. (San Francisco time) four Business Days prior to the day of such continuation that such Lender Bank cannot continue to provide Loans in the relevant Offshore CurrencyCurrency due to the occurrence of events beyond such Bank's control, in which event the Administrative Agent will give notice to the Company respective Borrower not later than 9:00 a.m. 5:00 p.m. (San Francisco time) on the second fourth Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then than available, and notice thereof also will be given promptly by the Administrative Agent to the LendersBanks. If the Administrative Agent shall have so notified the Company respective Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Pro Rata Share thereofwithdrawn. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required LendersMajority Banks, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company respective Borrower of any such redenomination and conversion request. (e) The Company shall be entitled to request that Loans or Letters of Credit hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the eurocurrencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Majority Banks is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). The Company shall deliver to the Agent any request for designation of an Agreed Alternate Currency in accordance with Section 12.2, to be received by the Agent not later than 9:00 a.m. (San Francisco time) at least eight Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternate Currency. Upon receipt of any such request the Agent will promptly notify the Banks thereof, and each Bank will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Bank may grant or accept such request in its sole discretion. The Agent will promptly notify the Company of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Day of each calendar quarter month, and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 2.08 or Section 4.05 (each such date under described in clauses (i) through (iii), a “Computation Date”). The Agent will provide the Company with the amount determined pursuant to the foregoing clause (ii) promptly following the end of each month. Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable such Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing such notice will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such the Borrowing as specified in such the Notice of Borrowing, promptly notify each Revolving Lender of the exact amount of such Revolving Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Revolving Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Revolving Lender by 2:00 3:00 p.m. four (local time) three Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 9:00 a.m. (local time) on the third Business Day prior to the requested date of such Borrowing that the a Borrowing in the requested Additional Offshore Currency is not then available to all Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of no such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, the Borrowing requested therein shall not occur be made and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not any request the making of for a Swing Line Revolving Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing Currency shall be deemed to withdrawn and shall otherwise be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereofwithout effect. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Revolving Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Revolving Lenders by 4:00 p.m. (local time) three Business Days prior to the day of such continuation that such Revolving Lender cannot continue to provide Loans in the Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. (local time) on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans assumed by the Company in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Revolving Lenders of any such redenomination and in such notice by the Administrative Agent to each Revolving Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans assumed by the Company as of the Computation Date with respect thereto and such Revolving Lender’s Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request Required Lenders may demand that any or all of the Required Lenders, all or any part of any then outstanding Offshore Currency Loans shall be prepaid, or redenominated and converted into Base Rate Loans Dollars in Dollars with effect from the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect to thereto. The Agent will promptly notify the applicable Borrower of any such prepayment or redenomination request. (e) The Company shall be entitled to request that Revolving Loans hereunder shall also be permitted to be made in any other lawful currency, in addition to Dollars and the currencies specified in the definition of “Offshore Currency LoansCurrency”, that in the opinion of each Revolving Lender is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Agreed Alternative Currency”). The Administrative Company shall deliver to the Agent any request for designation of an Agreed Alternative Currency in accordance with Section 11.02, to be received by the Agent not later than noon (local time) at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Agent will promptly notify the Revolving Lenders thereof, and each Revolving Lender will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Revolving Lender may grant or accept such request in its sole discretion. The Agent will promptly notify the Company of the acceptance or rejection of any such redenomination and conversion request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to of any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of the last Business Day of each calendar quarter month and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of any redenomination date pursuant to this Section 2.06 2.05 or Section 4.05 (each such date under clauses (i) through (iii), a “Computation Date”). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders Banks shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender Bank by 2:00 5:00 p.m. four Business Days prior to the day of such Borrowing that such Lender Bank cannot provide Revolving Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 a.m. 12:00 noon on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Administrative Agent to all Lendersthe Banks. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three 5:00 p.m. two Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each LenderBank. If, prior to such time, If the Company does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such LenderBank’s Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders Banks shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders Bank by 4:00 5:00 p.m. three four Business Days prior to the day of such continuation that such Lender Bank cannot continue to provide Revolving Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. 12:00 noon on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the LendersBanks. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders Banks of any such redenomination and conversion and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated and converted Offshore Currency Loans as of the Computation Date with respect thereto and such LenderBank’s Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required LendersBanks, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company of any such redenomination request to redenominate and conversion convert Offshore Currency Loans. (e) The Company may request that, in addition to Revolving Loans made in Dollars and Euros, Revolving Loans hereunder also be permitted to be made in any other lawful currency that in the opinion of the Required Banks is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Agreed Alternative Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 12:00 noon at least 10 Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Banks thereof, and each Bank will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Bank may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Post-Petition Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing DateDate and as of any requested continuation date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans Letter of Credit Usage denominated in Offshore Currencies as of the last Business Day any Letter of each calendar quarter Credit Action Date with respect thereto, and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies Letter of Credit Usage as of any redenomination date pursuant to this Section 2.06 or Section 4.05 the last Banking Day of each month, and, during the occurrence and continuation of an Event of Default, such other dates as may be requested by the Majority Lenders (but in no event more frequently than once a week) (each such date under clauses (i) through ), (ii), and (iii), ) a “Computation "Determination Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing.------------------ (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing of Loans comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Post-Petition Agent has received notice from any Lender the Majority Lenders by 2:00 12:30 p.m. four (New York time) three Business Days prior to the day of such Borrowing that such Lender cannot provide Loans deposits in the requested Additional relevant Offshore Currency, Currency (in the applicable amounts) are not being offered to the Lenders in the interbank eurocurrency market for such Interest Period in which event the Administrative Post-Petition Agent will give notice to the Company and the Lenders Borrower no later than 9:30 a.m. 1:30 p.m. (New York time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Post-Petition Agent to all the Lenders. If the Administrative Post-Petition Agent shall have so notified the Company Borrower that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior Borrowing shall be deemed to such time, the Company withdraws such Notice of Borrowingbe withdrawn, the Borrowing requested therein shall not occur and the Administrative Post-Petition Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.043.5, the Lenders ----------- shall be under no obligation to continue such Offshore Currency Loans if the Administrative Post-Petition Agent has received notice from any of the Majority Lenders by 4:00 12:30 p.m. (New York time) three Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans deposits in the relevant Offshore Currency, Currency (in the applicable amounts) are not being offered to such Lenders in the interbank eurocurrency market for such Interest Period in which event the Administrative Post-Petition Agent will give notice to the Company Borrower not later than 9:00 a.m. 1:30 p.m. (New York time) on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Post-Petition Agent to the Lenders. If the Administrative Post-Petition Agent shall have so notified the Company Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from repaid on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon unless the request of the Required LendersMajority Lenders otherwise agree, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans continued for a one month Interest Period in Dollars with effect from the same currency on the last day of the Interest Period with respect applicable to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company of any such redenomination and conversion request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Committed Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of the last Business Banking Day of each calendar quarter month and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of any redenomination date pursuant to this Section 2.06 2.05 or Section 4.05 (each such date under clauses (i) through (iii), ) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders Banks shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Committed Borrowing if the Administrative Agent has received notice from any Lender of the Banks by 2:00 5:00 p.m. (Chicago time) four Business Days prior to the day of such Borrowing that such Lender Bank cannot provide Committed Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 a.m. 12:00 noon (Chicago time) on the third Business Day prior to the requested date of such Committed Borrowing that the Committed Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Agent to all Lendersthe Banks. If the Administrative Agent shall have so notified the Company that any such Committed Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three 5:00 p.m. (Chicago time) two Business Days prior to the requested date of such Committed Borrowing, withdraw the Notice of Borrowing relating to such requested Committed Borrowing. If, prior to such time, If the Company withdraws does so withdraw such Notice of Borrowing, the Committed Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each LenderBank. If, prior to such time, If the Company does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Committed Borrowing comprised of Base Rate Committed Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state such aggregate amount of such Committed Borrowing in Dollars and such Lender’s Bank's Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders Banks shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders Banks by 4:00 5:00 p.m. three (Chicago time) four Business Days prior to the day of such continuation that such Lender Bank cannot continue to provide Committed Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. 12:00 noon (Chicago time) on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the LendersBanks. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Committed Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders Banks of any such redenomination and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Bank's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required LendersBanks, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Committed Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company of any such redenomination and conversion request. (e) The Company shall be entitled to request that Committed Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Required Banks is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). The Company shall deliver to the Agent any request for designation of an Agreed Alternative Currency in accordance with Section 11.02, to be received by the Agent not later than 12:00 noon (Chicago time) at least 10 Business Days in advance of the date of any Committed Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Agent will promptly notify the Banks thereof, and each Bank will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Bank may grant or accept such request in its sole discretion. The Agent will promptly notify the Company of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies a currency other than Dollars as of the last Business Day of each calendar quarter and month, (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies a currency other than Dollars as of any redenomination date pursuant to this Section 2.06 2.16 or Section 4.05 3.5, (iv) Letter of Credit Obligations denominated in a currency other than Dollars, on the date of Issuance and thereafter as of the last Business Day of each month and (v) Offshore Currency Loans or Letter of Credit Obligations, as of any date specified for determining the Dollar Equivalent of any amount (each such date under clauses (i) through (iii), iv) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Lenders by 2:00 5:00 p.m. (Charlotte time) four Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders relevant Borrower no later than 9:30 a.m. 1:00 p.m. (Charlotte time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available to all Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereof. (d) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 p.m. three Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company relevant Borrower that any such Borrowing in a requested Offshore Currency is not then available, the relevant Borrower may, by notice to the Administrative Agent not later than 5:00 p.m. (Charlotte time) two Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If the relevant Borrower does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If the relevant Borrower does not so withdraw such Notice of Borrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Offshore Rate Loans for the same Interest Period previously applicable in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in the Notice of Borrowing; and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender's Pro Rata Share thereof. (c) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 5:00 p.m. (Charlotte time) four Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the relevant Borrower not later than 1:00 p.m. (Charlotte time) on the third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the relevant Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Offshore Rate Loans in Dollars for the same Interest Period previously applicable with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company relevant Borrower and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s 's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company relevant Borrower and the Lenders of any such redenomination and conversion request. (e) Each Borrower shall be entitled to request that Revolving Loans and Swing Line Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Administrative Agent, the Swing Line Lender and the Revolving Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). The relevant Borrower shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency to be received by the Administrative Agent not later than 1:00 p.m. (Charlotte time) at least 10 Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Revolving Lenders thereof, and each Revolving Lender will use its commercially reasonable efforts to respond to such request within five (5) Business Days of receipt thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the relevant Borrower and the Revolving Lenders of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans (other than Sterling Acquisition Loans) as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies a currency other than Dollars as of the last Business Day of each calendar quarter and month, (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies a currency other than Dollars as of any redenomination date pursuant to this Section 2.06 2.15 or Section 4.05 4.05, (iv) L/C Obligations denominated in a currency other than Dollars, on the date of Issuance and thereafter as of the last Business Day of each month and (v) Offshore Currency Loans or L/C Obligations, as of any date specified for determining the Dollar Equivalent of any amount (each such date under clauses (i) through (iii), iv) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Offshore Currency Loans denominated in an Additional Offshore Currency(other than Sterling Acquisition Loans), the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Lenders by 2:00 5:00 p.m. (New York time) four Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 a.m. 12:00 noon (New York time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency (other than Sterling Acquisition Loans) is not then available available, and notice thereof also will be given promptly by the Administrative Agent to all the Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three 5:00 p.m. (New York time) two Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, If the Company does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Offshore Rate Loans (other than Sterling Acquisition Loans) for the same Interest Period previously applicable in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s 's Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans (other than Sterling Acquisition Loans) for an additional Interest Period pursuant to Section 2.04, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 5:00 p.m. three (New York time) four Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. 12:00 noon (New York time) on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans (other than Sterling Acquisition Loans) is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Offshore Rate Loans in Dollars for the same Interest Period previously applicable with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans (other than Sterling Acquisition Loans) as of the Computation Date with respect thereto and such Lender’s 's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default payment default or an Event of Default, upon the request of the Required Majority Lenders, all or any part of any outstanding Offshore Currency Loans Loans (other than Sterling Acquisition Loans) shall be redenominated and converted into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and conversion request. (e) The Company shall be entitled to request that Revolving Loans and Swing Line Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Administrative Agent, the Swing Line Lender and the <264> Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). The Company shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency in accordance with Section 12.02, to be received by the Administrative Agent not later than 12:00 noon (New York time) at least 10 Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its commercially reasonable efforts to respond to such request within five (5) Business Days of receipt thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to of any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of the last Business Day of each calendar quarter month and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of any redenomination date pursuant to this Section 2.06 2.05 or Section 4.05 (each such date under clauses (i) through (iii), a “Computation Date”). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders Banks shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Banks by 2:00 5:00 p.m. four Business Days prior to the day of such Borrowing that such Lender Bank cannot provide Revolving Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 a.m. 12:00 noon on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Administrative Agent to all Lendersthe Banks. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three 5:00 p.m. two Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each LenderBank. If, prior to such time, If the Company does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such LenderBank’s Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders Banks shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders Banks by 4:00 5:00 p.m. three four Business Days prior to the day of such continuation that such Lender Bank cannot continue to provide Revolving Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. 12:00 noon on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the LendersBanks. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders Banks of any such redenomination and conversion and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated and converted Offshore Currency Loans as of the Computation Date with respect thereto and such LenderBank’s Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required LendersBanks, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company of any such redenomination request to redenominate and conversion convert Offshore Currency Loans. (e) The Company may request that, in addition to Revolving Loans made in Dollars and Euros, Revolving Loans hereunder also be permitted to be made in any other lawful currency that in the opinion of the Required Banks is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Agreed Alternative Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 12:00 noon at least 10 Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Banks thereof, and each Bank will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Bank may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount Amount with respect to any (i) Committed Borrowing comprised of Offshore Currency Committed Loans as of the requested Borrowing DateDate (including any Borrowing Date for a Committed Borrowing originally comprised of Offshore Currency Committed Loans that is deemed converted into a Committed Borrowing of Base Rate Loans pursuant to the last sentence in Section 2.05(b)), and (ii) outstanding Offshore Currency Committed Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of (A) the last Business Day of each calendar quarter month, (B) the date of any reduction in the Commitments, (C) the date any such Loans are continued, and (iiiD) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 2.05 or Section 4.05 (each such date under clauses (i) through and (iii), ii) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Committed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Committed Loans, the Lenders Banks shall be under no obligation to make Offshore Currency Committed Loans in the requested Additional Offshore Currency as part of such Committed Borrowing if the Administrative Agent has received notice from any Lender of the Banks by 2:00 5:00 p.m. four (San Francisco time) five Business Days prior to the day of such requested Borrowing Date that such Lender Bank cannot provide Committed Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders Requesting Borrower no later than 9:30 9:00 a.m. (San Francisco time) on the third fourth Business Day prior to the requested date of such Borrowing Date that the Committed Borrowing in the requested Additional Offshore Currency is not then available to all Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereof. (d) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 p.m. three Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the LendersBanks. If the Administrative Agent shall have so notified the Company Requesting Borrower that any such Committed Borrowing in a requested Offshore Currency is not then available, the Requesting Borrower may, by notice to the Administrative Agent not later than 5:00 p.m. (San Francisco time) four Business Days prior to the requested Borrowing Date, withdraw the Notice of Borrowing relating to such requested Committed Borrowing. If the Requesting Borrower does so withdraw such Notice of Borrowing, the Committed Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Bank. If the Requesting Borrower does not so withdraw such Notice of Borrowing, the Administrative Agent will promptly so notify each Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Committed Borrowing comprised of Base Rate Loans in the Equivalent Amount of the requested Committed Borrowing, and not later than one Business Day prior to the requested Borrowing Date, the Administrative Agent shall notify each Bank of the aggregate amount of such Committed Borrowing in Dollars and such Bank's Pro Rata Share thereof. (c) In the case of a proposed continuation of Offshore Currency Committed Loans for an additional Interest Period pursuant to Section 2.04, the Banks shall be under no obligation to continue such Offshore Currency Committed Loans if the Administrative Agent has received notice from any of the Banks by 5:00 p.m. (San Francisco time) five Business Days prior to the day of such continuation that such Bank cannot continue to provide Committed Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the affected Borrowers not later than 9:00 a.m. (San Francisco time) on the fourth Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Committed Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Banks. If the Administrative Agent shall have so notified the affected Borrowers that any such continuation of Offshore Currency Committed Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Committed Loans shall be redenominated into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Committed Loans. The Administrative Agent will promptly notify the Company affected Borrowers and the Lenders Banks of any such redenomination redenomination, and in not later than one Business Day prior to the last day of such notice by Interest Period, the Administrative Agent to shall notify each Lender the Administrative Agent will state Bank of the aggregate Dollar Equivalent amount Amount of the redenominated Offshore Currency Committed Loans as of the Computation Date with respect thereto and such Lender’s Bank's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required LendersMajority Banks, all or any part of any outstanding Offshore Currency Committed Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Committed Loans. The Administrative Agent will promptly notify the Company affected Borrowers of any such redenomination and conversion request. Except as aforesaid and as provided in Section 4.05, Offshore Currency Committed Loans may not be converted into, or continued as, Committed Loans in a different Applicable Currency. (e) Any Borrower shall be entitled to request that Committed Loans hereunder also be permitted to be made in any other lawful currency, in addition to the currency specified in the definition of "Offshore Currency" herein, that in the opinion of all Banks is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). Such Borrower shall deliver to the Administrative Agent any request for designation of an Agreed Alternate Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 10:00 a.m. (San Francisco time) at least ten Business Days in advance of the date of any Committed Borrowing hereunder proposed to be made in such Agreed Alternate Currency. Upon receipt of any such request, the Administrative Agent will promptly notify the Banks thereof, and each Bank will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Bank may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Borrowers of the acceptance or rejection of any such request. (f) From and after the Euro Commencement Date, each obligations under this Agreement of a party hereto which has been denominated in a Euro National Currency Unit shall be redenominated into the euro unit in accordance with EMU Legislation and applicable state law, provided that, if and to the extent that any EMU Legislation provides that amounts denominated in the euro unit or in a Euro National Currency Unit may be paid within that country in such Euro National Currency Unit by crediting an account of the creditor, each party to this Agreement shall be entitled to pay or repay any such amounts in either the euro unit or such Euro National Currency Unit. (g) Any Offshore Currency Committed Loans denominated in a Euro National Currency, which are made, continued or converted on or after the Euro Commencement Date shall be made, continued or converted in the euro unit; provided, however, that the Borrower may request that Offshore Currency Committed Loans be made, continued or converted in the Euro National Currency Unit of such Euro Participating Member State with respect to Loans having Interest Periods ending before January 1, 2002. (h) Any Offshore Currency Committed Loans denominated in a Euro National Currency Unit which were made prior to the Euro Commencement Date but which have Interest Periods ending after the Euro Commencement Date shall, for purposes of this Agreement, remain denominated in such Euro National Currency Unit provided that such Loans may be repaid either in the euro or in such Euro National Currency Unit after the Euro Commencement Date and provided further that from and after January 1, 2002 all such amounts shall be deemed to be in euro units. (i) Subject to any EMU Legislation, references in this Agreement to a minimum amount (or integral multiple thereof) in a Euro National Currency Unit to be paid to or by a party hereto shall, from and after the Euro Commencement Date, be deemed to be a reference to such reasonably comparable and convenient amount (or an integral multiple thereof) in the euro unit as the Administrative Agent may from time to time specify. (j) Provisions of this Agreement shall be subject to such further reasonable changes and/or interpretation as the Administrative Agent may from time to time in its reasonable discretion specify to be necessary or appropriate to reflect the changeover to the euro in Euro Participating Member States. The Administrative Agent shall notify the parties hereto of any such changes. (k) Subject to Section 4.04, if on any Computation Date the Administrative Agent shall have determined that the aggregate Equivalent Amount in principal amount of all Loans then outstanding exceeds the combined Commitments of the Banks due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then the ---- Administrative Agent shall give notice to the Borrowers that a prepayment is required under this Section, and the Borrowers agree thereupon to make prepayments of Loans such that, after giving effect to such prepayment the aggregate Equivalent Amount of all Loans does not exceed the combined Commitments. (l) Bid Loans may be requested in Dollars only.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to of any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of the last Business Banking Day of each calendar quarter month and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of any redenomination date pursuant to this Section 2.06 2.05 or Section 4.05 (each such date under clauses (i) through (iii), ) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders Banks shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Banks by 2:00 5:00 p.m. (Chicago time) four Business Days prior to the day of such Borrowing that such Lender Bank cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 a.m. 12:00 noon (Chicago time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Administrative Agent to all Lendersthe Banks. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three 5:00 p.m. (Chicago time) two Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each LenderBank. If, prior to such time, If the Company does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Bank's Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders Banks shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders Banks by 4:00 5:00 p.m. three (Chicago time) four Business Days prior to the day of such continuation that such Lender Bank cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. 12:00 noon (Chicago time) on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the LendersBanks. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders Banks of any such redenomination and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Bank's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required LendersBanks, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company of any such redenomination and conversion request. (e) The Company shall be entitled to request that Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Required Banks is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). The Company shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 12:00 noon (Chicago time) at least 10 Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Banks thereof, and each Bank will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Bank may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) any Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) all outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Day of each calendar quarter month, and (iii) any outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies Loan as of any redenomination date pursuant to this Section 2.06 2.5 or Section 4.05 (each such 3.2 or 3.5 and any date under clauses (i) through (iii), a “Computation Date”). Upon receipt of any Notice of Borrowing, on which the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such BorrowingCommitments are reduced pursuant to Section 2.8. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Lenders by 2:00 3:00 p.m. (Chicago time) four Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will promptly give notice to the Company and the Lenders no later than 9:30 a.m. on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Agent to all the Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. 3:00 p.m. (Chicago time) three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Committed Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws does so withdraw such Notice of Committed Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, If the Company does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyCommitted Borrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Committed Borrowing shall be deemed to be a Notice of Committed Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Committed Borrowing, ; and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata 's Unused Commitment Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.042.4, the Lenders shall be under no obligation to continue such Offshore offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 3:00 p.m. three (Chicago time) four Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will promptly give notice to the Company not later than 9:00 a.m. on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from repaid on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Pro Rata Share thereof. (e) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company of any such redenomination and conversion request.offshore

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to of any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of the last Business Day of each calendar quarter month and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans L/C Obligations denominated in Offshore Currencies a currency other than Dollars as of any redenomination date pursuant to this Section 2.06 2.05 or Section 4.05 (each such date under clauses (i) through (iii), a “Computation Date”). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender by 2:00 5:00 p.m. four Business Days prior to the day of such Borrowing that such Lender cannot provide Revolving Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders applicable Borrower no later than 9:30 a.m. 12:00 noon on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Administrative Agent to all the Lenders. If the Administrative Agent shall have so notified the Company such Borrower that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company such Borrower may, by notice to the Administrative Agent not later than 10:30 a.m. three 5:00 p.m. two Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to If such time, the Company withdraws Borrower does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to If such time, the Company Borrower does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders Lender by 4:00 5:00 p.m. three four Business Days prior to the day of such continuation that such Lender cannot continue to provide Revolving Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company applicable Borrower not later than 9:00 a.m. 12:00 noon on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company such Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company such Borrower and the Lenders of any such redenomination and conversion and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated and converted Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company applicable Borrower of any such redenomination request to redenominate and conversion convert Offshore Currency Loans. (e) The Company may request that, in addition to Revolving Loans made in Dollars, Euros, Japanese yen, Canadian dollars, Australian dollars, Swiss francs, British pounds and Swedish kronor, Revolving Loans hereunder also be permitted to be made in any other lawful currency that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Agreed Alternative Currency”). Any such request shall be subject to the approval of the Administrative Agent and the Lenders. The applicable Borrower shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency in accordance with Section 12.02, to be received by the Administrative Agent not later than 12:00 noon at least 10 Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify such Borrower of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Day of each calendar quarter month, and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 or Section 4.05 3.03 (each such date under clauses (i) through (iii), ) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of provide Company with the amount of such Lender’s Pro Rata Share of determined pursuant to the applicable Borrowing. In foregoing clause (ii) promptly following the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount end of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowingmonth. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing of Committed Loans comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender by 2:00 3:00 p.m. four (Applicable Time) three Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 9:00 a.m. (Applicable Time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available to all Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of no such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, the Borrowing requested therein shall not occur be made and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not any request the making of for a Swing Line Committed Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing Currency shall be deemed to withdrawn and shall otherwise be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereofwithout effect. (dc) In the case of a proposed continuation of Committed Loans comprised of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.042.02, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders Lender by 4:00 p.m. (Applicable Time) three Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. (Applicable Time) on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice Request for Extension of Borrowing Credit with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and and, in such notice by the Administrative Agent to each Lender the Lender, Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s 's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Requisite Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars assumed by Company with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company applicable Borrower of any such redenomination and conversion request. (e) Company shall be entitled to request that Committed Loans hereunder shall also be permitted to be made in any other lawful currency constituting a eurocurrency (other than Dollars), in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of each Lender is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). Company shall deliver to Administrative Agent any request for designation of an Agreed Alternative Currency in accordance with Section 10.02, to be received by Administrative Agent not later than noon (Applicable Time) at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request Administrative Agent will promptly notify Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof. Each Lender may grant or accept such request in its sole discretion. Administrative Agent will promptly notify Company of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Banking Day of each calendar quarter month, and (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 2.5 or Section 4.05 3.5 (each such date under clauses (i) through (iii), ) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders Banks shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Banks by 2:00 5:00 p.m. (Chicago time) four (4) Business Days prior to the day of such Borrowing that such Lender Bank cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the such Company and the Lenders no later than 9:30 9:00 a.m. (Chicago time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available to all Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereof.the (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.042.4, the Lenders Banks shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders Banks by 4:00 5:00 p.m. three (Chicago time) four (4) Business Days prior to the day of such continuation that such Lender Bank cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the such Company not later than 9:00 a.m. (Chicago time) on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the LendersBanks. If the Administrative Agent shall have so notified the such Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the such Company and the Lenders Banks of any such redenomination and in such notice by the Administrative Agent to each Lender Bank the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Bank's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required LendersBanks, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the such Company of any such redenomination and conversion request. (e) A Company shall be entitled to request that Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (other than Dollars), in addition to the eurocurrencies specified in the definition of "Offshore Currency" herein, that in the opinion of all the Banks is at such time freely traded in the offshore interbank

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount Amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies a currency other than Dollars as of the last Business Day of each calendar quarter and month, (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies a currency other than Dollars as of any redenomination date pursuant to this Section 2.06 2.16 or Section 4.05 3.5, (iv) L/C Obligations denominated in a currency other than Dollars, on the date of Issuance and thereafter as of the last Business Day of each month and (v) Offshore Currency Loans or L/C Obligations, as of any date specified for determining the Equivalent Amount of any amount (each such date under clauses (i) through (iii), iv) a “"Computation Date”"). Upon receipt ; provided, however, that the provisions of this Section 2.16(a) shall not apply to any Notice of Borrowing, Borrowing utilizing the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such BorrowingSterling Term Loan Commitment. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Offshore Currency Loans denominated in an Additional Offshore Currency(other than a Borrowing of a Sterling Term Loan), the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Lenders by 2:00 p.m. 11:00 a.m. (Charlotte, North Carolina time) four Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders relevant Borrower no later than 9:30 a.m. 1:00 p.m. (Charlotte, North Carolina time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available to all Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s Pro Rata Share thereof. (d) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 p.m. three Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company relevant Borrower that any such Borrowing in a requested Offshore Currency is not then available, the relevant Borrower may, by notice to the Administrative Agent not later than 5:00 p.m. (Charlotte, North Carolina time) two Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If the relevant Borrower does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If the relevant Borrower does not so withdraw such Notice of Borrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Offshore Rate Loans for the same Interest Period previously applicable in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in the Notice of Borrowing; and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender's Pro Rata Share thereof. (c) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period (other than Sterling Term Loans), the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 5:00 p.m. (Charlotte, North Carolina time) four Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the relevant Borrower not later than 1:00 p.m. (Charlotte, North Carolina time) on the third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the relevant Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Offshore Rate Loans in Dollars for the same Interest Period previously applicable with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company relevant Borrower and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount Amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s 's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Lenders, all or any part of any outstanding Offshore Currency Loans (other than Existing Sterling Term Loans and Sterling Term Loans) shall be redenominated and converted into Base Rate Loans in Dollars with effect from on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company relevant Borrower and the Lenders of any such redenomination and conversion request. (e) Each Borrower shall be entitled to request that Revolving Loans and Swing Line Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Administrative Agent, the Swing Line Lender and the Revolving Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). The relevant Borrower shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency to be received by the Administrative Agent not later than 11:00 a.m. (Charlotte, North Carolina time) at least 10 Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Revolving Lenders thereof, and each Revolving Lender will use its commercially reasonable efforts to respond to such request within five (5) Business Days of receipt thereof. Each Lender may grant, accept or reject such request in its sole discretion. The Administrative Agent will promptly notify the relevant Borrower and the Revolving Lenders of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) any Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) all outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies L/C Obligations as of the last Business Day of each calendar quarter month and as of any date on which the Commitments are reduced pursuant to Section 2.6, and (iii) any outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies Loan or L/C Obligations as of any redenomination date pursuant to this Section 2.06 2.5 or Section 4.05 (each such date under clauses (i) through (iii), a “Computation Date”). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing4.2 or 4.5. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Lenders by 2:00 4:00 p.m. (Chicago time) four Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders related Borrower no later than 9:30 9:00 a.m. on the third (Chicago time) three Business Day Days prior to the requested date of such the requested Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Administrative Agent to all the Lenders. If the Administrative Agent shall have so notified the Company related Borrower that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company related Borrower may, by notice to the Administrative Agent not later than 10:30 10:00 a.m. (Chicago time) three Business Days prior to the requested date of such the requested Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws related Borrower does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, If the Company related Borrower does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in U.S. Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in U.S. Dollars and such Lender’s 's Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.042.4, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 p.m. three (Chicago time) four Business Days prior to the day date of such proposed continuation that such Lender cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company not related Borrower no later than 9:00 a.m. on the second (Chicago time) three Business Day Days prior to the requested date of such proposed continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company related Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from repaid on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Overnight Rate Loans in Dollars (bearing interest at the Overnight Rate plus the Applicable Margin plus 3%) with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company related Borrowers of any request pursuant to the foregoing sentence. (e) The Borrowers shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency, in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into U.S. Dollars (an "Agreed Alternative Currency"). The Borrowers shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency not later than 12:00 noon (Chicago time) at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such redenomination request, the Administrative Agent will promptly notify the Lenders thereof, and conversion requesteach Lender will respond to the Administrative Agent with respect to such request within three Business Days of receipt thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Borrowers of the acceptance or rejection of any such request and, if such request is accepted by all Lenders, such currency shall thereafter constitute an Offshore Currency for all purposes of this Agreement.

Utilization of Commitments in Offshore Currencies. (a) The ------------------------------------------------- Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) any Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) all outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies L/C Obligations as of the last Business Day of each calendar quarter month and as of any date on which the Commitments are reduced pursuant to Section 2.6, and (iii) any outstanding ----------- Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies Loan or L/C Obligations as of any redenomination date pursuant to this Section 2.06 2.5 or Section 4.05 (each such date under clauses (i) through (iii), a “Computation Date”)4.2 or 4.5. Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing.----------- ----------- --- (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore CurrencyCurrency Loans, the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Lenders by 2:00 4:00 p.m. (Chicago time) four Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders related Borrower no later than 9:30 9:00 a.m. on the third (Chicago time) three Business Day Days prior to the requested date of such the requested Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available available, and notice thereof also will be given promptly by the Administrative Agent to all the Lenders. If the Administrative Agent shall have so notified the Company related Borrower that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company related Borrower may, by notice to the Administrative Agent not later than 10:30 10:00 a.m. (Chicago time) three Business Days prior to the requested date of such the requested Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws related Borrower does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, If the Company related Borrower does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in U.S. Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in U.S. Dollars and such Lender’s 's Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.042.4, the Lenders shall be ----------- under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 p.m. three (Chicago time) four Business Days prior to the day date of such proposed continuation that such Lender cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company not related Borrower no later than 9:00 a.m. on the second (Chicago time) three Business Day Days prior to the requested date of such proposed continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company related Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from repaid on the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Overnight Rate Loans in Dollars (bearing interest at the Overnight Rate plus the Applicable Margin plus 3%) with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company related Borrowers of any request pursuant to the foregoing sentence. (e) The Borrowers shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency, in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into U.S. Dollars (an "Agreed Alternative Currency"). The Borrowers --------------------------- shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency not later than 12:00 noon (Chicago time) at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such redenomination request, the Administrative Agent will promptly notify the Lenders thereof, and conversion requesteach Lender will respond to the Administrative Agent with respect to such request within three Business Days of receipt thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Borrowers of the acceptance or rejection of any such request and, if such request is accepted by all Lenders, such currency shall thereafter constitute an Offshore Currency for all purposes of this Agreement.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans (other than Sterling Acquisition Loans) as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies a currency other than Dollars as of the last Business Day of each calendar quarter and month, (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies a currency other than Dollars as of any redenomination date pursuant to this Section 2.06 2.15 or Section 4.05 4.05, (iv) L/C Obligations denominated in a currency other than Dollars, on the date of Issuance and thereafter as of the last Business Day of each month and (v) Offshore Currency Loans or L/C Obligations, as of any date specified for determining the Dollar Equivalent of any amount (each such date under clauses (i) through (iii), iv) a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “Designated Offshore Currency”, that in the opinion of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “Additional Offshore Currency”). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Offshore Currency Loans denominated in an Additional Offshore Currency(other than Sterling Acquisition Loans), the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender of the Lenders by 2:00 5:00 p.m. (New York time) four Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 a.m. 12:00 noon (New York time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency (other than Sterling Acquisition Loans) is not then available available, and notice thereof also will be given promptly by the Administrative Agent to all the Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three 5:00 p.m. (New York time) two Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, If the Company withdraws does so withdraw such Notice of Borrowing, the Borrowing requested 51 61 therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, If the Company does not so withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore CurrencyBorrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Offshore Rate Loans (other than Sterling Acquisition Loans) for the same Interest Period previously applicable in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such the Notice of Borrowing, ; and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s 's Pro Rata Share thereof. (dc) In the case of a proposed continuation of Offshore Currency Loans (other than Sterling Acquisition Loans) for an additional Interest Period pursuant to Section 2.04, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 5:00 p.m. three (New York time) four Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. 12:00 noon (New York time) on the second third Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans (other than Sterling Acquisition Loans) is not then available, any Notice of Borrowing Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Offshore Rate Loans in Dollars for the same Interest Period previously applicable with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans (other than Sterling Acquisition Loans) as of the Computation Date with respect thereto and such Lender’s 's Pro Rata Share thereof. (ed) Notwithstanding anything herein to the contrary, during the existence of a Default payment default or an Event of Default, upon the request of the Required Majority Lenders, all or any part of any outstanding Offshore Currency Loans (other than Sterling Acquisition Loans) shall be redenominated and converted into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and conversion request. (e) The Company shall be entitled to request that Revolving Loans and Swing Line Loans hereunder also be permitted to be made in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Administrative Agent, the Swing Line Lender and the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an "Agreed Alternative Currency"). The Company shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency in accordance with Section 12.02, to be received by the Administrative Agent not later than 12:00 noon (New York time) at least 10 Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) Swing Line Loan denominated in an Offshore Currency, (iii) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of the last Business Day of each calendar quarter and (iiiiv) outstanding Offshore Currency Loans and outstanding Swing Line Loans denominated in Offshore Currencies as of any redenomination date pursuant to this Section 2.06 or Section 4.05 (each such date under clauses (i) through (iiiiv), a “"Computation Date”"). Upon receipt of any Notice of Borrowing, the Administrative Agent will promptly notify each Revolving Lender thereof and of the amount of such Lender’s 's Pro Rata Share of the applicable Borrowing. In the case of a Borrowing comprised of Offshore Currency Loans, the related Notice of Borrowing will provide the approximate amount of each Lender’s 's Pro Rata Share of such Borrowing, and the Administrative Agent will, upon the determination of the Dollar Equivalent amount of such the Borrowing as specified in such Notice of Borrowing, promptly notify each Lender of the exact amount of such Lender’s 's Pro Rata Share of such Borrowing. (b) The Company shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency (excluding Dollars), in addition to the eurocurrencies specified in the definition of “"Designated Offshore Currency”", that in the opinion of the Required Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into Dollars (an “"Additional Offshore Currency”"). The Company shall deliver to the Administrative Agent any request for designation of an Additional Offshore Currency in accordance with Section 11.02, to be received by the Administrative Agent not later than 11:00 a.m. at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Additional Offshore Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof and any failure to respond in such time period shall be deemed to be a rejection thereof. Each Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Company of the acceptance or rejection of any such request. (c) In the case of a proposed Borrowing comprised of Loans denominated in an Additional Offshore Currency, the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Additional Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from any Lender by 2:00 p.m. four Business Days prior to the day of such Borrowing that such Lender cannot provide Loans in the requested Additional Offshore Currency, in which event the Administrative Agent will give notice to the Company and the Lenders no later than 9:30 a.m. on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Additional Offshore Currency is not then available to all Lenders. If the Administrative Agent shall have so notified the Company that any such Borrowing in a requested Additional Offshore Currency is not then available, the Company may, by notice to the Administrative Agent not later than 10:30 a.m. three Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If, prior to such time, the Company withdraws such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If, prior to such time, the Company does not withdraw such Notice of Borrowing and does not request the making of a Swing Line Loan in such Additional Offshore Currency, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of Base Rate Loans in an aggregate amount equal to the amount of the originally requested Borrowing as expressed in Dollars in such Notice of Borrowing, and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in Dollars and such Lender’s 's Pro Rata Share thereof. (d) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from any of the Lenders by 4:00 p.m. three Business Days prior to the day of such continuation that such Lender cannot continue to provide Loans in the Offshore Currency, in which event the Administrative Agent will give notice to the Company not later than 9:00 a.m. on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loans in the Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the Company that any such continuation of Offshore Currency Loans is not then available, any Notice of Borrowing with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company and the Lenders of any such redenomination and in such notice by the Administrative Agent to each Lender the Administrative Agent will state the aggregate Dollar Equivalent amount of the redenominated Offshore Currency Loans as of the Computation Date with respect thereto and such Lender’s 's Pro Rata Share thereof. (e) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Base Rate Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Company of any such redenomination and conversion request.