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

Utilization of Revolving Commitments in Offshore Currencies. (a) The Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans as of the last Banking Day of each month, and (iii) outstanding Offshore Currency Loans as of any redenomination date pursuant to this Section 2.05 or Section 4.05 (each such date under clauses (i) through (iii) a "Computation Date"). (b) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Banks, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Agent will promptly notify the Borrower of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. (d) The Borrower shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the 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 Borrower shall deliver to the Agent any request for designation of an Agreed Alternate Currency in accordance with Section 11.02, to be received by the Agent not later than 10:00 a.m. (San Francisco time) at least ten 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 Borrower of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banks.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Offshore Currency Loans as of the requested Borrowing DateDate and as of any requested continuation date, (ii) Letter of Credit Usage denominated in Offshore Currencies as of any Letter of Credit Action Date with respect thereto, and (iii) outstanding Offshore Currency Loans and Letter of Credit Usage as of 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 Required Banks (iiibut in no event more frequently than once a week) outstanding Offshore Currency Loans as of any redenomination date pursuant to this Section 2.05 or Section 4.05 (each such date under clauses (i) through ), (ii), and (iii) a "Computation Determination Date"). (b) In the case of a proposed Borrowing comprised of Offshore Currency Loans, the Banks shall be under no obligation to make Offshore Currency Loans in the requested Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from the Required Banks by 12:30 p.m. (San Francisco time) three Business Days prior to the day of such Borrowing that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Banks in the interbank eurocurrency market for such Interest Period in which event the Administrative Agent will give notice to the Borrower no later than 1:30 p.m. (San Francisco time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested 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 Borrower that any such Borrowing in a requested Offshore Currency is not then available, the Notice of Borrowing relating to such requested Borrowing shall be deemed to be withdrawn, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Bank. (c) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.4, the Banks shall ----------- be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from the Required Banks by 12:30 p.m.(San Francisco time) three Business Days prior to the day of such continuation that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Banks in the interbank eurocurrency market for such Interest Period in which event the Administrative Agent will give notice to the Borrower not later than 1:30 p.m. (San Francisco 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 Banks. If the Administrative Agent shall have so notified the Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Continuation with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be repaid on the last day of the Interest Period with respect to any such Offshore Currency Loans. (d) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of unless the Required BanksBanks otherwise agree, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving their Dollar Equivalent of Base Rate Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Agent will promptly notify the Borrower of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect applicable to any such Offshore Currency Loans. (d) The Borrower shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the 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 Borrower shall deliver to the Agent any request for designation of an Agreed Alternate Currency in accordance with Section 11.02, to be received by the Agent not later than 10:00 a.m. (San Francisco time) at least ten 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 Borrower of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banks.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Agent will shall determine the Dollar Equivalent amount Amount with respect to any (i) Borrowing of Revolving Loans comprised of Offshore Currency Loans as of the requested Borrowing Datedate, (ii) outstanding Offshore Currency Loans or other amounts due hereunder and denominated in an Offshore Currency as of the last Banking Business Day of each monthcalendar 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 as of any redenomination date pursuant to this Section 2.05 or Section 4.05 2.28 or Section 2.30 (each such date under clauses (i) through (iiiv) a "Computation Date"), PROVIDED that the Required Banks may in writing instruct the Agent to determine such Equivalent Amount as of a date in addition to the last Business Day of each month, and the Issuing Bank may in writing instruct the Agent to determine such Equivalent Amount as of a conversion date (if not on the last Banking Day of a month) in connection with a redenomination of any amounts payable in an Offshore Currency pursuant to subsection 2.12(b), in which case such alternative date or dates shall also be a Computation Date or Dates. (a) In the case of a proposed Borrowing pursuant to Section 2.03 comprised of Offshore Currency Loans, the Banks shall be under no obligation to make Offshore Currency Loans in the requested Offshore Currency as part of such Borrowing if the Agent has received notice from any of the Banks by 8:00 a.m. (San Francisco time) four Business Days prior to the day of such Borrowing that such Bank cannot provide Loans in the requested Offshore Currency, in which event the Agent will give notice to the Borrowers' Agent not later than 9:00 a.m. (San Francisco time) on the fourth Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Offshore Currency is not then available, and notice thereof also will be given promptly by the Agent to the Banks. If the Agent shall have so notified the Borrowers' Agent that any such Borrowing in a requested Offshore Currency is not then available, the Borrowers' Agent may, by notice to the Agent not later than the 5:00 p.m. (San Francisco time) four Business Days prior to the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If the Borrowers' Agent does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Agent will promptly so notify each Bank. If the Borrowers' Agent does not so withdraw such Notice of Borrowing, the Agent will promptly so notify each Bank and such Notice of Borrowing shall be deemed to be a Notice of Borrowing which requests a Borrowing comprised of ABR Loans in an aggregate amount equal to amount of the originally requested Borrowing as expressed in Dollars in the Notice of Borrowing; and in such notice by the Agent to each Bank the Agent will state such aggregate amount of such Borrowing in Dollars and such Bank's Applicable Percentage thereof. (b) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.04, the Banks shall be under no obligation to continue such Offshore Currency Loans if the Agent has received notice from any of the Banks by 8:00 a.m. (San Francisco time) four Business Days prior to the day of such continuation that such Bank cannot continue to provide Loans in the relevant Offshore Currency, in which event the Agent will give notice to the Borrowers' Agent 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 Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Agent to the Banks. If the Agent shall have so notified the Borrowers' Agent that any such continuation of Offshore Currency Loans is not then available, any Notice of Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be redenominated into ABR Loans in Dollars with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Agent shall promptly notify the Borrowers' Agent and the Banks of any such redenomination and in such notice by the Agent to each Bank the Agent will state the aggregate Equivalent Amount of the redenominated Offshore Currency Loans in Dollars as of the Computation Date with respect thereto and such Bank's Applicable Percentage thereof. (c) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required Banks, Banks all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving ABR Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period Period, with respect to any such Offshore Currency Loans, and all or any part of any other outstanding amount payable in an Offshore Currency shall be redenominated into Dollars on the date specified by the Required Banks. The Agent will promptly notify the Borrower of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency Borrowers' Agent of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loansredenomination request. (d) The Borrower Borrowers' Agent shall be entitled to request that Revolving Loans hereunder also be permitted to be made made, and Letters of Credit hereunder also be permitted to be issued, in any other lawful currency constituting an offshore currency a eurocurrency (other than Dollars), in addition to the offshore currencies eurocurrencies specified in the definition of "Offshore Currency" herein, that in the opinion of all of the 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 CurrencyAGREED ALTERNATE CURRENCY"). The Borrower Borrowers' Agent shall deliver to the Agent any request for designation of an Agreed Alternate Currency in accordance with Section 11.029.01, to be received by the Agent not later than 10:00 a.m. (San Francisco time) at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternate Currency or any Letter of Credit proposed to be issued hereunder in such Agreed Alternate Currency. Upon receipt of any such request the Agent will shall promptly notify the Banks thereof, and each Bank will shall 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, and each of the Borrowers understands that there is no commitment by or understanding with any Bank with respect to the approval of any Agreed Alternate Currency. The Agent will promptly notify the Borrower Borrowers' Agent of the acceptance (which shall require the approval of ALL Banks) or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banksrequest.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Credit Loan or Competitive Bid Loan that is an Offshore Currency Loans Loan as of the requested Borrowing Dateborrowing date and as of any requested continuation date, (ii) outstanding Offshore Currency Loans Loan, as of the last Banking Day of each month, Interest Payment Date relating to such Loan and (iii) outstanding Letters of Credit denominated in an Offshore Currency Loans Currency, as of any redenomination the requested issuance date pursuant to this Section 2.05 or Section 4.05 and the first Business Day of each calendar month, and, during the occurrence and continuation of an Event of Default, such other dates as may be requested by the Required Lenders (but in no event more frequently than once a week) (each such date under clauses clause (i), (ii) through and (iii) ), a "Computation Determination Date"). ------------------ (b) The Lenders shall be under no obligation to make Revolving Credit Loans in a requested Offshore Currency if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Charlotte time) two Business Days prior to the date of a requested borrowing of an Offshore Currency Loan that deposits in the relevant Offshore 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 Agent will give notice to the Company, on behalf of such Borrower requesting such Offshore Currency Loan, no later than 1:30 p.m. (Charlotte time) on the second Business Day prior to the requested date of such borrowing that the borrowing in the requested Offshore Currency is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have notified the Company that any requested Offshore Currency Loan is not then available, the Notice of Revolving Credit Borrowing relating to such requested Offshore Currency Loan shall be deemed to be withdrawn, the borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. (bc) In the case of a proposed continuation of an Offshore Currency Loan for an additional Interest Period pursuant to Section 4.2, the Lenders shall be under no obligation to continue such Offshore Currency Loan if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Charlotte time) two Business Days prior to the requested date of such continuation that deposits in the relevant Offshore 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 Agent will give notice to the Company, on behalf of the Borrower requesting such continuation, no later than 1:30 p.m. (Charlotte time) on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loan is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have notified the Company, on behalf of the Borrower requesting continuation of an Offshore Currency Loan, that the requested continuation is not then available, the Notice of Continuation with respect thereto shall be deemed to be withdrawn and such Offshore Currency Loan shall be repaid on the last day of the Interest Period with respect thereto. (d) Notwithstanding anything herein to the contrary, during the existence of a payment Default or an Event of Default, upon and at the request of the Required BanksLenders (or, in the case of a Competitive Bid Loan made in an Offshore Currency, the Lender that has made such Loan), all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving their Dollar Equivalent of Base Rate Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect applicable to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Borrower Company and the Lenders of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. (de) The Borrower Company shall be entitled to request that Revolving Credit Loans hereunder also be permitted to be made to a Borrower in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" hereinin Section 1.1, that in the opinion of the Banks Administrative Agent and all of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is markets, freely transferable and freely convertible into Dollars and readily utilized for the settlement of private international debt transactions (an "Agreed Alternative Currency"). The Borrower Company --------------------------- shall deliver in writing to the Administrative Agent any request for designation of an Agreed Alternate Alternative Currency in accordance with Section 11.0213.1, to be received by the Administrative Agent not later than 10:00 11:00 a.m. (San Francisco Charlotte time) at least ten 10 Business Days in advance of the date of any Borrowing borrowing hereunder proposed to be made in such Agreed Alternate Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Banks Lenders thereof, and each Bank Lender will use its best commercially reasonable efforts to respond to such request within two five (5) Business Days of receipt thereof. Each Bank Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Borrower Company of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banksrequest.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Offshore Currency Loans as of the requested Borrowing DateDate and as of any requested continuation date, (ii) Letter of Credit Usage denominated in Offshore Currencies as of any Letter of Credit Action Date with respect thereto, and (iii) outstanding Offshore Currency Loans and Letter of Credit Usage as of 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 Required Banks (iiibut in no event more frequently than once a week) outstanding Offshore Currency Loans as of any redenomination date pursuant to this Section 2.05 or Section 4.05 (each such date under clauses (i) through ), (ii), and (iii) a "Computation Determination Date"). (b) In the case of a proposed Borrowing comprised of Offshore Currency Loans, the Banks shall be under no obligation to make Offshore Currency Loans in the requested Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from the Required Banks by 12:30 p.m. (San Francisco time) three Business Days prior to the day of such Borrowing that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Banks in the interbank eurocurrency market for such Interest Period in which event the Administrative Agent will give notice to the Borrower no later than 1:30 p.m. (San Francisco time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested 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 Borrower that any such Borrowing in a requested Offshore Currency is not then available, the Notice of Borrowing relating to such requested Borrowing shall be deemed to be withdrawn, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Bank. (c) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.4, the Banks shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from the Required Banks by 12:30 p.m.(San Francisco time) three Business Days prior to the day of such continuation that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Banks in the interbank eurocurrency market for such Interest Period in which event the Administrative Agent will give notice to the Borrower not later than 1:30 p.m. (San Francisco 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 Banks. If the Administrative Agent shall have so notified the Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Continuation with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be repaid on the last day of the Interest Period with respect to any such Offshore Currency Loans. (d) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of unless the Required BanksBanks otherwise agree, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving their Dollar Equivalent of Base Rate Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Agent will promptly notify the Borrower of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect applicable to any such Offshore Currency Loans. (d) The Borrower shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the 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 Borrower shall deliver to the Agent any request for designation of an Agreed Alternate Currency in accordance with Section 11.02, to be received by the Agent not later than 10:00 a.m. (San Francisco time) at least ten 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 Borrower of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banks.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Offshore Currency Loans as of the requested Borrowing Dateday the Loan is made, (ii) outstanding Offshore Currency Loans as of the last Banking Business Day of each month, and (iii) outstanding Offshore Currency Loans as of any redenomination date pursuant to this Section 2.05 or Section 4.05 2.9 (each such date under clauses (i) through (iii) a "Computation Date"). (b) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required BanksMajority Lenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving Prime Rate Loans in Dollars bearing interest based on the Base Prime Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Agent will promptly notify the Borrower of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks Majority Lenders make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the BanksLenders, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such LoanCurrency, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date day the Loan is made as Base a Prime Rate Committed Loans Loan in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the BanksLenders) on or before 9:00 a.m. (San Francisco Seattle time) one Business Day prior to the requested Borrowing Date day the Loan is to be made that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. (d) The Borrower shall will be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Banks 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 Borrower shall deliver to the Agent written or oral notice of any request for designation of an Agreed Alternate Alternative Currency in accordance with Section 11.02, to be received by the Agent not later than 10:00 a.m. (San Francisco Seattle time) at least ten Business Days in advance of the date of any Borrowing borrowing hereunder proposed to be made in such Agreed Alternate Alternative Currency. Upon receipt of any such request the Agent will promptly notify the Banks Lenders thereof, and each Bank Lender will use its best efforts to respond to such request within two Business Days business days of receipt thereof. Each Bank Lender may grant or accept such request in its sole discretion. The Agent will promptly notify the Borrower of the acceptance or rejection of any such request by the BanksLenders. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the BanksLenders.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Offshore Currency Loans as of the requested Borrowing Date, (ii) outstanding Offshore Currency Loans as of the last Banking Day of each month, and (iii) outstanding Offshore Currency Loans as of any redenomination date pursuant to this Section 2.05 2.5 or Section 4.05 3.5 (each such date under clauses (i) through (iii) a "Computation Date"). (b) Notwithstanding anything herein to In the contrary, during the existence case of a Default or an Event proposed Borrowing comprised of DefaultOffshore Currency Loans, upon the request of the Required Banks, all or any part of any outstanding Banks shall be under no obligation to make Offshore Currency Loans shall be redenominated and converted into Revolving in the requested Offshore Currency as part of such Borrowing if the Agent has received notice from any of the Banks by 3:00 p.m. (Chicago time) four Business Days prior to the day of such Borrowing that such Bank cannot provide Loans in Dollars bearing interest based the requested Offshore Currency, in which event the Agent will give notice to the applicable Borrower no later than 10:30 a.m. (Chicago time) on the Base Rate with effect from third Business Day prior to the last day date of such Borrowing that the Interest Period with respect Borrowing in the requested Offshore Currency is not then available, and notice thereof also will be given promptly by the Agent to the Banks. If the Agent shall have so notified the applicable Borrower that any such Borrowing in a requested Offshore Currency Loansis not then available, the applicable Borrower may, by notice to the Agent not later than 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. The If the applicable Borrower does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Agent will promptly notify each Bank. If the applicable Borrower does not so withdraw such Notice of any Borrowing, the Agent will promptly notify each Bank and such redenomination 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 the Notice of Borrowing; and conversion requestin such notice by the Agent to each Bank the Agent will state such aggregate amount of such Borrowing in Dollars and such Bank's Pro Rata Share thereof. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in In the case of a proposed Borrowingcontinuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.4, the Banks shall be made on the requested Borrowing Date as Base Rate Committed under no obligation to continue such Offshore Currency Loans in Dollars, unless the Borrower notifies if the Agent has received notice from any of the Banks by 3:00 p.m. (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco Chicago time) one four Business Day Days prior to the requested Borrowing Date day of such continuation that it elects such Bank cannot continue to borrow on such date, or (ii) provide Loans in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. (d) The Borrower shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the 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 Borrower shall deliver to the Agent any request for designation of an Agreed Alternate Currency in accordance with Section 11.02, to be received by the Agent not later than 10:00 a.m. (San Francisco time) at least ten 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 Borrower of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banks.relevant

Utilization of Revolving Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Credit Loan or Competitive Bid Loan that is an Offshore Currency Loans Loan as of the requested Borrowing Dateborrowing date and as of any requested continuation date, (ii) outstanding Offshore Currency Loans Loan, as of the last Banking Day of each month, Interest Payment Date relating to such Loan and (iii) outstanding Letters of Credit denominated in an Offshore Currency Loans Currency, as of any redenomination the requested issuance date pursuant to this Section 2.05 or Section 4.05 and the first Business Day of each calendar month, and, during the occurrence and continuation of an Event of Default, such other dates as may be requested by the Required Lenders (but in no event more frequently than once a week) (each such date under clauses clause (i), (ii) through and (iii) ), a "Computation DateDETERMINATION DATE"). (b) The Lenders shall be under no obligation to make Revolving Credit Loans in a requested Offshore Currency if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Atlanta time) two Business Days prior to the date of a requested borrowing of an Offshore Currency Loan that deposits in the relevant Offshore 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 Agent will give notice to the Company, on behalf of such Borrower requesting such Offshore Currency Loan, no later than 1:30 p.m. (Atlanta time) on the second Business Day prior to the requested date of such borrowing that the borrowing in the requested Offshore Currency is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have notified the Company that any requested Offshore Currency Loan is not then available, the Notice of Revolving Credit Borrowing relating to such requested Offshore Currency Loan shall be deemed to be withdrawn, the borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. (c) In the case of a proposed continuation of an Offshore Currency Loan for an additional Interest Period pursuant to Section 4.2, the Lenders shall be under no obligation to continue such Offshore Currency Loan if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Atlanta time) two Business Days prior to the requested date of such continuation that deposits in the relevant Offshore 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 Agent will give notice to the Company, on behalf of the Borrower requesting such continuation, no later than 1:30 p.m. (Atlanta time) on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loan is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have notified the Company, on behalf of the Borrower requesting continuation of an Offshore Currency Loan, that the requested continuation is not then available, the Notice of Continuation with respect thereto shall be deemed to be withdrawn and such Offshore Currency Loan shall be repaid on the last day of the Interest Period with respect thereto. (d) Notwithstanding anything herein to the contrary, during the existence of a payment Default or an Event of Default, upon and at the request of the Required BanksLenders (or, in the case of a Competitive Bid Loan made in an Offshore Currency, the Lender that has made such Loan), all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving their Dollar Equivalent of Base Rate Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect applicable to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Borrower Company and the Lenders of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. (de) The Borrower Company shall be entitled to request that Revolving Credit Loans hereunder also be permitted to be made to a Borrower in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" hereinin Section 1.1, that in the opinion of the Banks Administrative Agent and all of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is markets, freely transferable and freely convertible into Dollars and readily utilized for the settlement of private international debt transactions (an "Agreed Alternative CurrencyAGREED ALTERNATIVE CURRENCY"). The Borrower Company shall deliver in writing to the Administrative Agent any request for designation of an Agreed Alternate Alternative Currency in accordance with Section 11.0213.1, to be received by the Administrative Agent not later than 10:00 11:00 a.m. (San Francisco Atlanta time) at least ten 10 Business Days in advance of the date of any Borrowing borrowing hereunder proposed to be made in such Agreed Alternate Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Banks Lenders thereof, and each Bank Lender will use its best commercially reasonable efforts to respond to such request within two five (5) Business Days of receipt thereof. Each Bank Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Borrower Company of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banksrequest.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Offshore Currency Loans as of the requested Borrowing DateDate and as of any requested continuation date, (ii) Letter of Credit Usage denominated in Offshore Currencies as of any Letter of Credit Action Date with respect thereto, and (iii) outstanding Offshore Currency Loans and Letter of Credit Usage as of 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 Required Banks (iiibut in no event more frequently than once a week) outstanding Offshore Currency Loans as of any redenomination date pursuant to this Section 2.05 or Section 4.05 (each such date under clauses (i) through ), (ii), and (iii) a "Computation Determination Date"). (b) In the case of a proposed Borrowing comprised of Offshore Currency Loans, the Banks shall be under no obligation to make Offshore Currency Loans in the requested Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from the Required Banks by 12:30 p.m. (San Francisco time) three Business Days prior to the day of such Borrowing that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Banks in the interbank eurocurrency market for such Interest Period in which event the Administrative Agent will give notice to the applicable Borrower no later than 1:30 p.m. (San Francisco time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested 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 applicable Borrower that any such Borrowing in a requested Offshore Currency is not then available, the Notice of Borrowing relating to such requested Borrowing shall be deemed to be withdrawn, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Bank. (c) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.4, the Banks shall ----------- be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from the Required Banks by 12:30 p.m.(San Francisco time) three Business Days prior to the day of such continuation that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Banks in the interbank eurocurrency market for such Interest Period in which event the Administrative Agent will give notice to the applicable Borrower not later than 1:30 p.m. (San Francisco 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 Banks. If the Administrative Agent shall have so notified the applicable Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Continuation with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be repaid on the last day of the Interest Period with respect to any such Offshore Currency Loans. (d) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of unless the Required BanksBanks otherwise agree, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving their Dollar Equivalent of Base Rate Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Agent will promptly notify the Borrower of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect applicable to any such Offshore Currency Loans. (d) The Borrower shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the 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 Borrower shall deliver to the Agent any request for designation of an Agreed Alternate Currency in accordance with Section 11.02, to be received by the Agent not later than 10:00 a.m. (San Francisco time) at least ten 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 Borrower of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banks.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Credit Loan or Competitive Bid Loan that is an Offshore Currency Loans Loan as of the requested Borrowing Dateborrowing date and as of any requested continuation date, (ii) outstanding Offshore Currency Loans Loan, as of the last Banking Day of each month, Interest Payment Date relating to such Loan and (iii) outstanding Letters of Credit denominated in an Offshore Currency Loans Currency, as of any redenomination the requested issuance date pursuant to this Section 2.05 or Section 4.05 and the first Business Day of each calendar month, and, during the occurrence and continuation of an Event of Default, such other dates as may be requested by the Required Lenders (but in no event more frequently than once a week) (each such date under clauses clause (i), (ii) through and (iii) ), a "Computation “Determination Date"”). (b) The Lenders shall be under no obligation to make Revolving Credit Loans in a requested Offshore Currency if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Atlanta time) two Business Days prior to the date of a requested borrowing of an Offshore Currency Loan that deposits in the relevant Offshore 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 Agent will give notice to the Company, on behalf of such Borrower requesting such Offshore Currency Loan, no later than 1:30 p.m. (Atlanta time) on the second Business Day prior to the requested date of such borrowing that the borrowing in the requested Offshore Currency is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have notified the Company that any requested Offshore Currency Loan is not then available, the Notice of Revolving Credit Borrowing relating to such requested Offshore Currency Loan shall be deemed to be withdrawn, the borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. (c) In the case of a proposed continuation of an Offshore Currency Loan for an additional Interest Period pursuant to Section 4.2, the Lenders shall be under no obligation to continue such Offshore Currency Loan if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Atlanta time) two Business Days prior to the requested date of such continuation that deposits in the relevant Offshore 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 Agent will give notice to the Company, on behalf of the Borrower requesting such continuation, no later than 1:30 p.m. (Atlanta time) on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loan is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have notified the Company, on behalf of the Borrower requesting continuation of an Offshore Currency Loan, that the requested continuation is not then available, the Notice of Continuation with respect thereto shall be deemed to be withdrawn and such Offshore Currency Loan shall be repaid on the last day of the Interest Period with respect thereto. (d) Notwithstanding anything herein to the contrary, during the existence of a payment Default or an Event of Default, upon and at the request of the Required BanksLenders (or, in the case of a Competitive Bid Loan made in an Offshore Currency, the Lender that has made such Loan), all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving their Dollar Equivalent of Base Rate Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect applicable to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Borrower Company and the Lenders of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. (de) The Borrower Company shall be entitled to request that Revolving Credit Loans hereunder also be permitted to be made to a Borrower in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "“Offshore Currency" herein” in Section 1.1, that in the opinion of the Banks Administrative Agent and all of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is markets, freely transferable and freely convertible into Dollars and readily utilized for the settlement of private international debt transactions (an "“Agreed Alternative Currency"”). The Borrower Company shall deliver in writing to the Administrative Agent any request for designation of an Agreed Alternate Alternative Currency in accordance with Section 11.0213.1, to be received by the Administrative Agent not later than 10:00 11:00 a.m. (San Francisco Atlanta time) at least ten 10 Business Days in advance of the date of any Borrowing borrowing hereunder proposed to be made in such Agreed Alternate Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Banks Lenders thereof, and each Bank Lender will use its best commercially reasonable efforts to respond to such request within two five (5) Business Days of receipt thereof. Each Bank Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Borrower Company of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banksrequest.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Offshore Currency Loans as of the date of the requested Borrowing DateBorrowing, (ii) outstanding Offshore Currency Loans as of the last Banking Business Day of each month, and (iii) outstanding Offshore Currency Loans as of any redenomination date they are to be redenominated as set forth in this Section 2.9 or Section 4.1, (iv) Issuances of ----------- ----------- Letters of Credit in Offshore Currencies as of the requested Issuance Date, (v) unreimbursed drawing on the date that it is converted to a Revolving Loan pursuant to this Section 2.05 or Section 4.05 5.1.2(b), and (vi) outstanding L/C Obligations as of the last Business Day of each month (each such date under clauses (i) through (iii) a "Computation Date"). ---------------- (b) The Borrower shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency, in addition to the eurocurrencies specified in the definition of "Offshore Currency" herein, that, in the opinion of all 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 --------------------------- Borrower may deliver to the Agent from time to time a request for designation of Agreed Alternative Currencies. Upon receipt of any such request, the Agent will promptly notify the Lenders thereof, and each Lender will use its best efforts to respond to such request within ten Business Days of receipt thereof. Each Lender may reject or accept such request in its sole discretion, and may specify any restrictions which may apply thereto, including, without limitation, the duration of the period, if any, for which the Borrower shall be entitled to request that Revolving Loans be made in such eurocurrency. The Agent will promptly notify the Borrower of the acceptance or rejection of any such request, and, if accepted by all of the Lenders, will circulate to each party to this Credit Agreement a revised Schedule 2.9, setting forth the Agreed Alternative Currency, the requirements for the submission of Notices of Borrowing and Notices of Conversion/Continuation, if different from the provisions of Section 2.3 or 2.4, and any other restrictions, if any. (bc) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of the Required BanksLenders, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving Base Rate Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Agent will promptly notify the Borrower of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. (d) The Borrower shall be entitled to request that Revolving Loans hereunder also be permitted to be made in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" herein, that in the opinion of the 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 Borrower shall deliver to the Agent any request for designation of an Agreed Alternate Currency in accordance with Section 11.02, to be received by the Agent not later than 10:00 a.m. (San Francisco time) at least ten 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 Borrower of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banks.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Credit Loan or Competitive Bid Loan that is an Offshore Currency Loans Loan as of the requested Borrowing Date, borrowing date and as of any requested continuation date and (ii) outstanding Offshore Currency Loans as of the last Banking Business Day of each month, and, during the occurrence and continuation of an Event of Default, such other dates as may be requested by the Required Lenders (iiibut in no event more frequently than once a week) outstanding Offshore Currency Loans as of any redenomination date pursuant to this Section 2.05 or Section 4.05 (each such date under clauses clause (i) through and (iii) ii), a "Computation Determination Date"). (b) The Lenders shall be under no obligation to make Revolving Credit Loans in a requested Offshore Currency if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Charlotte time) three Business Days prior to the date of a requested borrowing of an Offshore Currency Loan that deposits in the relevant Offshore 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 Agent will give notice to the Borrower requesting such Offshore Currency Loan no later than 1:30 p.m. (Charlotte time) on the third Business Day prior to the requested date of such borrowing that the borrowing in the requested Offshore Currency is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have notified the Borrower that any requested Offshore Currency Loan is not then available, the Notice of Revolving Credit Borrowing relating to such requested Offshore Currency Loan shall be deemed to be withdrawn, the borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. (c) In the case of a proposed continuation of an Offshore Currency Loan for an additional Interest Period pursuant to Section 4.2, the Lenders shall be under no obligation to continue such Offshore Currency Loan if the Administrative Agent has received notice from the Required Lenders by 12:30 p.m. (Charlotte time) two Business Days prior to the requested date of such continuation that deposits in the relevant Offshore 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 Agent will give notice to the Borrower requesting such continuation no later than 1:30 p.m. (Charlotte time) on the second Business Day prior to the requested date of such continuation that the continuation of such Offshore Currency Loan is not then available, and notice thereof will also be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have notified the Borrower requesting continuation of an Offshore Currency Loan that the requested continuation is not then available, the Notice of Continuation with respect thereto shall be deemed to be withdrawn and such Offshore Currency Loan shall be repaid on the last day of the Interest Period with respect thereto. (d) Notwithstanding anything herein to the contrary, during the existence of a payment Default or an Event of Default, upon and at the request of the Required BanksLenders (or, in the case of a Competitive Bid Loan made in an Offshore Currency, the Lender that has made such Loan), all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving their Dollar Equivalent of Base Rate Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect applicable to any such Offshore Currency Loans. The Administrative Agent will promptly notify the Borrower Company and the Lenders of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. (de) The Borrower Company shall be entitled to request that Revolving Credit Loans hereunder also be permitted to be made to a Borrower in any other lawful currency constituting an offshore currency (other than Dollars), in addition to the offshore currencies specified in the definition of "Offshore Currency" hereinin Section 1.1, that in the opinion of the Banks Administrative Agent and all of the Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is markets, freely transferable and freely convertible into Dollars and readily utilized for the settlement of private international debt transactions (an "Agreed Alternative Currency"). The Borrower Company shall deliver in writing to the Administrative Agent any request for designation of an Agreed Alternate Alternative Currency in accordance with Section 11.0213.1, to be received by the Administrative Agent not later than 10:00 11:00 a.m. (San Francisco Charlotte time) at least ten 10 Business Days in advance of the date of any Borrowing borrowing hereunder proposed to be made in such Agreed Alternate Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Banks Lenders thereof, and each Bank Lender will use its best commercially reasonable efforts to respond to such request within two five (5) Business Days of receipt thereof. Each Bank Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the Borrower Company of the acceptance or rejection of any such request by the Banks. Any such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the Banksrequest.

Utilization of Revolving Commitments in Offshore Currencies. (a) The Agent will determine the Dollar Equivalent amount with respect to any (i) Borrowing of Revolving Loans comprised of Offshore Currency Loans as of the requested Borrowing DateDate and as of any requested continuation date, (ii) outstanding Offshore Currency Loans as of 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 Required Banks (iiibut in no event more frequently than once a week) outstanding Offshore Currency Loans as of any redenomination date pursuant to this Section 2.05 or Section 4.05 (each such date under clauses (i) through and (iiiii) a "Computation Determination Date"). (b) In the case of a proposed Borrowing comprised of Offshore Currency Loans, the Banks shall be under no obligation to make Offshore Currency Loans in the requested Offshore Currency as part of such Borrowing if the Agent has received notice from the Required Banks by 12:30 p.m. (San Francisco time) three Business Days prior to the day of such Borrowing that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Banks in the interbank eurocurrency market for such Interest Period in which event the Agent will give notice to the Borrower no later than 1:30 p.m. (San Francisco time) on the third Business Day prior to the requested date of such Borrowing that the Borrowing in the requested Offshore Currency is not then available, and notice thereof also will be given promptly by the Agent to the Banks. If the Agent shall have so notified the Borrower that any such Borrowing in a requested Offshore Currency is not then available, the Notice of Borrowing relating to such requested Borrowing shall be deemed to be withdrawn, the Borrowing requested therein shall not occur and the Agent will promptly so notify each Bank. (c) In the case of a proposed continuation of Offshore Currency Loans for an additional Interest Period pursuant to Section 2.4, the Banks shall be under no obligation to continue such Offshore Currency Loans if the Agent has received notice from the Required Banks by 12:30 p.m.(San Francisco time) three Business Days prior to the day of such continuation that deposits in the relevant Offshore Currency (in the applicable amounts) are not being offered to such Banks in the interbank eurocurrency market for such Interest Period in which event the Agent will give notice to the Borrower not later than 1:30 p.m. (San Francisco 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 Agent to the Banks. If the Agent shall have so notified the Borrower that any such continuation of Offshore Currency Loans is not then available, any Notice of Continuation with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be repaid on the last day of the Interest Period with respect to any such Offshore Currency Loans. (d) Notwithstanding anything herein to the contrary, during the existence of a Default or an Event of Default, upon the request of unless the Required BanksBanks otherwise agree, all or any part of any outstanding Offshore Currency Loans shall be redenominated and converted into Revolving Base Rate Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect to any such Offshore Currency Loans. The Agent will promptly notify the Borrower of any such redenomination and conversion request. (c) Notwithstanding anything herein to the contrary, if there shall occur on or prior to the proposed Borrowing Date or Conversion/Continuation Date of any Offshore Currency Loan any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which would in the reasonable opinion of the Agent or the Required Banks make it impracticable for the Offshore Rate Loans included in such requested Borrowing to be denominated in the Offshore Currency requested by a Borrower, then the Agent shall promptly notify the Borrower and the Banks, and such Committed Loans shall not be denominated in the requested Offshore Currency or continued in the Offshore Currency of such Loan, but shall (i) in the case of a proposed Borrowing, be made on the requested Borrowing Date as Base Rate Committed Loans in Dollars, unless the Borrower notifies the Agent (which shall promptly notify the Banks) on or before 9:00 a.m. (San Francisco time) one Business Day prior to the requested Borrowing Date that it elects not to borrow on such date, or (ii) in the case of a continuation, be redenominated and converted into Revolving Loans in Dollars bearing interest based on the Base Rate with effect from the last day of the Interest Period with respect applicable to any such Offshore Currency Loans. (de) The Borrower Borrowers shall be entitled to request that Revolving Committed Loans hereunder also be permitted to be made in any other lawful currency constituting an offshore currency a eurocurrency (other than Dollars), in addition to the offshore currencies eurocurrencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Agent and the 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 Borrower shall deliver to the Agent any request for designation of an Agreed Alternate Alternative Currency in accordance with Section 11.0210.2, to be received by the Agent not later than 10:00 a.m. (San Francisco time) at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternate 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 decline such request in its sole discretion; provided that no such Loan shall be made unless all the Banks consent. The Agent will promptly notify the Borrower Borrowers of the acceptance or rejection of any such request by and, if accepted, the Banks. Any time requirements for requesting Borrowings in such currency shall only be an Agreed Alternative Currency hereunder if accepted by all of the BanksCurrency.