Common use of Additional Alternative Currencies Clause in Contracts

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and or any existing Alternative Currency, that Currency described in clause (i) of the L/C Issuer is not currently making available for Letters of Credit to the Borrowerdefinition thereof; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into DollarsDollars in the London interbank market. For any such request with respect to the issuance of Letters of Credit, Any such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the applicable L/C Issuer thereofof any such request. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on five (5) Business Days after receipt of such request (or such other time or date as may be agreed by the second Business Day immediately preceding Borrower and the requested date of the desired L/C Credit Extension Administrative Agent, in their sole discretion) whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the an L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit issued by it to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesissuances by such L/C Issuer. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower. (d) In order to implement any Alternative Currency approved in accordance with this Section 1.06, the Administrative Agent and the Borrower may make any technical or operational changes to this Agreement as necessary without any further consent from any Lender or L/C Issuer.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit or Revolving Credit Loans be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and each Revolving Credit Lender or the applicable L/C Issuer, as applicable; provided that such approval may require, without limitation, that a condition to the issuance of a Letter of Credit or the making of a Revolving Credit Loan denominated in such additional Alternative Currency, as applicable, shall be that there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which, in the reasonable opinion of the Administrative Agent or the relevant L/C Issuer or Revolving Credit Lender, as applicable, would make it impracticable for such L/C Credit Extension or Revolving Credit Loan, as applicable, to be denominated in the relevant Alternative Currency. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, Issuer or Revolving Credit Lender in their sole discretion). The Administrative Agent shall promptly notify the each L/C Issuer thereofor Revolving Credit Lender in the case of any such request. The Each L/C Issuer or Revolving Credit Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second 10 Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit or the making of a Revolving Credit Loan in such requested currency. (c) Any failure by the an L/C Issuer or Revolving Credit Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer or Revolving Credit Lender to permit Letters of Credit to be issued or the making of Revolving Credit Loans in such requested currency. If the Administrative Agent and the an L/C Issuer consent to the issuance of Letters of Credit or the making of Revolving Credit Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesissuances by such L/C Issuers or the making of any Revolving Credit Loans by such Revolving Credit Lenders. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.10, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (ai) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerLC Issuer (and any Lender participating in such Letter of Credit, if applicable), in their sole discretion. (bii) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Letter of Credit Extension issuance (or such other time or date as may be agreed by the Administrative Agent and the L/C LC Issuer, in their sole discretion). The In each case, the Administrative Agent shall promptly notify the L/C LC Issuer which shall promptly, in turn, notify each Lender participating in such Letter of Credit thereof. The L/C LC Issuer and each applicable Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five (5) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (ciii) Any failure by the L/C LC Issuer and/or any participant Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C the LC Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C LC Issuer (and the applicable participant Lenders, as the case may be) consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06required hereunder, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (ai) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerLC Issuer (and any Lender participating in such Letter of Credit, if applicable), in their sole discretion. (bii) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Letter of Credit Extension issuance (or such other time or date as may be agreed by the Administrative Agent and the L/C LC Issuer, in their sole discretion). The In each case, the Administrative Agent shall promptly notify the L/C LC Issuer which shall promptly, in turn, notify each Lender participating in such Letter of Credit thereof. The L/C LC Issuer and each applicable Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five (5) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (ciii) Any failure by the L/C LC Issuer and/or any participant Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C the LC Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C LC Issuer (and the applicable participant ▇▇▇▇▇▇▇, as the case may be) consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06required hereunder, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Creditrequest, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, Issuer in their its sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five (5) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit the Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.11, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrowerdollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) applicable Issuing Banks. Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C issuance, extension or increase of any Letter of Credit Extension to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the L/C Issuer, in their sole discretionapplicable Issuing Banks). The Administrative Agent shall promptly notify the L/C Issuer applicable Issuing Banks thereof. The L/C Issuer applicable Issuing Bank shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) . Any failure by the L/C Issuer an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such L/C Issuer Issuing Bank to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the applicable Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.11, the Administrative Agent shall promptly so notify the applicable Borrower.

Additional Alternative Currencies. (a) The Domestic Borrower may from time to time request that Loans be made and/or Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is an Eligible Currency. In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval of the Administrative Agent and each Lender with a lawful Commitment under which such currency that is readily available requested to be made available; and freely transferable and convertible into Dollars. For in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Alternative Currency L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the case of any such request pertaining to Letters of Credit, the Alternative Currency L/C Issuer, in their each case in its sole discretion). The In the case of any such request pertaining to Alternative Currency Loans, the Administrative Agent shall promptly notify each Appropriate Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the Alternative Currency L/C Issuer thereof. The Each Appropriate Lender (in the case of any such request pertaining to Alternative Currency Loans) or the Alternative Currency L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) Any failure by a Lender or the Alternative Currency L/C Issuer Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or the Alternative Currency L/C Issuer Issuer, as the case may be, to permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Appropriate Lenders consent to making Alternative Currency Loans in such requested currency and the Administrative Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Domestic Borrower and (i) the Administrative Agent and such Lenders may amend the definitions of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, to the extent necessary to add the appropriate interest rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate interest rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings of Alternative Currency Loans. If the Administrative Agent and the Alternative Currency L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Domestic Borrower and (i) the Administrative Agent and the Alternative Currency L/C Issuer may amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, to the extent necessary to add the appropriate interest rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Domestic Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrowerdollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C Issuerapplicable Issuing Banks. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C issuance, extension or increase of any Letter of Credit Extension to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the L/C Issuer, in their sole discretionapplicable Issuing Banks). The Administrative Agent shall promptly notify the L/C Issuer applicable Issuing Banks thereof. The L/C Issuer applicable Issuing Bank shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. . (c) Any failure by the L/C Issuer an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such L/C Issuer Issuing Bank to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.11, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C IssuerIssuers. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C IssuerIssuers, in their sole discretion). The In the case of any such request, the Administrative Agent shall promptly notify the L/C Issuer Issuers thereof. The L/C Issuer Issuers shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the all L/C Issuer Issuers to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer Issuers to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer Issuers consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.09, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit Eurodollar Loans be issued made in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance making of Letters of CreditEurodollar Loans, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerLenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 15 Business Days prior to the date of the desired L/C Credit Extension Borrowing (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The Administrative Agent shall promptly notify the L/C Issuer each Lender thereof. The L/C Issuer Each Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Eurodollar Loans in such requested currency. (c) Any failure by the L/C Issuer a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Lender to permit Letters of Credit Eurodollar Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Lenders consent to the issuance of Letters of Credit making Eurodollar Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter Borrowings of Credit issuancesEurodollar Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Creditrequest, such request shall be subject to the approval of the Administrative Agent and the relevant L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m. (New York, ten New York time), fifteen (1015) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the relevant L/C Issuer thereof. The relevant L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m. (New York, on the second New York time), seven (7) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the relevant L/C Issuer to respond to such request within the time period specified in the preceding sentence clause (b) of this Section 1.13 shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the relevant L/C Issuer each consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesissued by the relevant L/C Issuer. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.13, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower Representative may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 10 Business Days prior to the issue date of the desired L/C Letter of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second 5 Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Representative and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerBorrower Representative.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Eurodollar Rate Loans be made and/or Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, Each such request shall be subject to the approval of the Administrative Agent and the L/C IssuerLenders (not to be unreasonably withheld or delayed). (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten seven (107) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretionAgent). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Lender to permit Eurodollar Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer Lenders consent to making Eurodollar Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any borrowings of Eurodollar Rate Loans; and if all of the Lenders consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06§1.4, the Administrative Agent it shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Revolving Credit (MC) Loans that are Eurocurrency Rate Loans be issued made in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C IssuerRevolving Credit (MC) Lenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m. (California time), ten (10) 20 Business Days prior to the date of the desired L/C Extension of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The Administrative Agent shall promptly notify the L/C Issuer each Revolving Credit (MC) Lender thereof. The L/C Issuer Each Revolving Credit (MC) Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m. (California time), on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Eurocurrency Rate Loans in such requested currency. (c) Any failure by the L/C Issuer a Revolving Credit (MC) Lender to respond to such request within the time period specified in the preceding sentence subsection (b) above shall be deemed to be a refusal by such L/C Issuer Lender to permit Letters of Credit Eurocurrency Rate Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Revolving Credit (MC) Lenders consent to the issuance of Letters of Credit making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Revolving Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.(MC)

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) 1.6.1 The Borrower Company may from time to time request that Letters of Credit Alternative Currency Loans be issued made in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For In the case of any such request with respect to the issuance making of Letters of CreditAlternative Currency Loans, such request shall be subject to the approval of the Administrative Agent and the L/C Issuereach Bank. (b) 1.6.2 Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension Advance (or such other time or date as may be agreed by the Administrative Agent and the L/C IssuerAgent, in their its sole discretion). The In the case of any such request pertaining to Alternative Currency Loans, the Administrative Agent shall promptly notify the L/C Issuer each Bank thereof. The L/C Issuer Each Bank (in the case of any such request pertaining to Alternative Currency Loans) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Alternative Currency Loans, in such requested currency. (c) 1.6.3 Any failure by the L/C Issuer a Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Bank to permit Letters of Credit Alternative Currency Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Banks consent to making Alternative Currency Loans in such requested currency and the issuance of Letters of Credit in Administrative Agent and such Banks reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Borrower Company and (i) the Administrative Agent and such Banks may amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter Advances of Credit issuancesAlternative Currency Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.6, the Administrative Agent shall promptly so notify the BorrowerCompany.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Creditrequest, such request shall be subject to the approval of the Administrative Agent and the each L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the each L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the each L/C Issuer thereofof any such request. The Each L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, in such requested currency. (c) Any failure by the any L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the each L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit Eurocurrency Rate Loans be issued made in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, Any such request shall be subject to the approval of the Administrative Agent and the L/C IssuerLenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify the L/C Issuer each Lender thereof. The L/C Issuer Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five (5) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Eurocurrency Rate Loans in such requested currency. (c) Any failure by the L/C Issuer a Lender to respond to such request within the time period specified in the preceding last sentence of Section 1.06(b) shall be deemed to be a refusal by such L/C Issuer Lender to permit Letters of Credit Eurocurrency Rate Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Lenders consent to the issuance of Letters of Credit making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter Committed Borrowings of Credit issuancesEurocurrency Rate Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Any Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C IssuerIssuing Bank. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 10 Business Days prior to the date of the desired L/C issuance of any Letter of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C IssuerIssuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer Issuing Bank thereof. The L/C Issuer Issuing Bank shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second 10 Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer the Issuing Bank to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Lead Borrower, as applicable, and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.11, the Administrative Agent shall promptly so notify the Lead Borrower.

Additional Alternative Currencies. (a) The A Borrower may from time to time request that Alternative Currency Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the each Alternative Currency L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the each Alternative Currency L/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the each Alternative Currency L/C Issuer thereof. The Each Alternative Currency L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Alternative Currency Letters of Credit in such requested currency. (c) Any failure by the an Alternative Currency L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Alternative Currency L/C Issuer Issuer, as the case may be, to permit Alternative Currency Letters of Credit to be issued in such requested currency. If the Administrative Agent and the each Alternative Currency L/C Issuer consent to the issuance of Alternative Currency Letters of Credit in such requested currency, the Administrative Agent shall so notify the Parent Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Alternative Currency Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.07, the Administrative Agent shall promptly so notify the Parent Borrower.

Additional Alternative Currencies. (a) The Borrower Company may from time to time request that Letters of Credit Committed Loans be issued made in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency;” provided, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that that, such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance making of Letters of CreditCommitted Loans, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerLenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 10 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The In the case of any such request, the Administrative Agent shall promptly notify the L/C Issuer each Lender thereof. The L/C Issuer Each Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second 5 Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Committed Loans in such requested currency. (c) Any failure by the L/C Issuer a Lender to respond to such request within the time period specified in the preceding sentence Section 1.06(b) shall be deemed to be a refusal by such L/C Issuer Lender to permit Letters of Credit Committed Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Lenders consent to making Committed Loans in such requested currency and the issuance of Letters of Credit in Administrative Agent and the Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Borrower Company and (i) the Company, the Administrative Agent and the Lenders may amend this Agreement to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate that is agreed by the Company, the Administrative Agent, and the Lenders, if any, and (ii) to the extent this Agreement has been amended to reflect the appropriate rate (and applicable adjustment, if any) for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesCommitted Borrowings. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerCompany.

Additional Alternative Currencies. (ai) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.LC Issuer (and any Lender participating in such Letter of Credit, if applicable), in their sole discretion. NAI-1513461614v2 (bii) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Letter of Credit Extension issuance (or such other time or date as may be agreed by the Administrative Agent and the L/C LC Issuer, in their sole discretion). The In each case, the Administrative Agent shall promptly notify the L/C LC Issuer which shall promptly, in turn, notify each Lender participating in such Letter of Credit thereof. The L/C LC Issuer and each applicable Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five (5) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (ciii) Any failure by the L/C LC Issuer and/or any participant Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C the LC Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C LC Issuer (and the applicable participant Lenders, as the case may be) consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06required hereunder, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The Borrower Company may from time to time request that Letters of Credit Loans be issued made in a currency, currency other than Dollars and any existing Alternative CurrencyEuro or Sterling; provided, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that that, such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For In the case of any such request with respect to the issuance of Letters of Creditrequest, such request shall be subject to the approval of the Administrative Agent and the L/C Issuereach Lender. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten New York City time, twenty (1020) Business Days prior to the date of the desired L/C Credit Extension Borrowing (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereofeach Lender of any such request. The L/C Issuer Each Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second New York City time, ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Loans in such requested currency. (c) Any failure by the L/C Issuer a Lender to respond to such request within the time period specified in the preceding sentence Section 1.06(b) shall be deemed to be a refusal by such L/C Issuer Lender to permit Letters of Credit Loans to be issued made in such requested currency. If the Administrative Agent and all of the L/C Issuer Lenders consent to making Loans in such requested currency and the issuance of Letters of Credit in Administrative Agent and the Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Borrower Company and, to the extent necessary, the Administrative Agent and the Lenders may amend (in consultation with the Company) the definition of “Daily Rate”, the definition of “Term Rate”, the definition of “Relevant Rate”, or any other provisions of this Agreement relating to the timing and frequency of determining the rate applicable to such currency shall thereupon or any other administrative matters as may be deemed appropriate, in the reasonable discretion of the Administrative Agent, to reflect the adoption of such additional currency and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice, in each case to the extent necessary to add the applicable screen rate for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancessuch currency. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerCompany.

Additional Alternative Currencies. (a) The Borrower Company may from time to time request that Letters of Revolving Credit Loans be issued made in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is (A) a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars, (B) dealt with in the London or other applicable offshore interbank deposit market and (C) for which no central bank or other governmental authorization in the country of issue of such currency is required to give authorization for the use of such currency by any Lender for making Revolving Credit Loans, unless such authorization has been obtained and remains in full force and effect. For In the case of any such request with respect to the issuance making of Letters of CreditRevolving Credit Loans, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerRevolving Credit Lenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension Borrowing (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The In the case of any such request pertaining to Revolving Credit Loans, the Administrative Agent shall promptly notify the L/C Issuer each Revolving Credit Lender thereof. The L/C Issuer Each Revolving Credit Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Revolving Credit Loans in such requested currency. (c) Any failure by the L/C Issuer a Revolving Credit Lender to respond to such request within the time period specified in the preceding last sentence of Section 1.8(b) shall be deemed to be a refusal by such L/C Issuer Lender to permit Letters of Revolving Credit Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Revolving Credit Lenders consent to the issuance of Letters of making Revolving Credit Loans in such requested currency, the Administrative Agent shall so notify the Borrower Company and such currency shall thereupon be deemed for all purposes (including, for the avoidance of doubt, Section 2.2) to be an Alternative Currency hereunder for purposes of any Letter of Revolving Credit issuancesBorrowings. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.8, the Administrative Agent shall promptly so notify the BorrowerCompany.

Additional Alternative Currencies. (ai) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of "Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;" provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C LC Issuer, in their sole discretion. (bii) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Letter of Credit Extension issuance (or such other time or date as may be agreed by the Administrative Agent and the L/C LC Issuer, in their sole discretion). The In each case, the Administrative Agent shall promptly notify the L/C LC Issuer thereof. The L/C LC Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five (5) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (ciii) Any failure by the L/C LC Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C the LC Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C LC Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06required hereunder, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The Parent Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing or those specifically listed in the definition of “Alternative Currency, that ” for the L/C Issuer is not currently making available for Letters account of Credit to the a U.S. Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and readily convertible into DollarsDollars in the London interbank market. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the applicable L/C IssuerIssuer(s). (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m. (New York, New York time), ten (10) Business Days prior to the date of the desired L/C issuance of a Letter of Credit Extension in such other currency (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in its or their sole discretion). The Administrative In the case of any such request, Agent shall also promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m. (New York, on the second New York time), five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the an L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit issue a Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Parent Borrower and such currency shall thereupon be deemed for all purposes herein to be an Alternative Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.4, the Administrative Agent shall promptly so notify the Parent Borrower. (d) As of the Amendment No. 36 Effective Date, each L/C Issuer has agreed to issue Letters of Credit in the currencies specified on Exhibit B to Amendment No. 3.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.68 US-DOCS\146702970.▇▇▇▇▇▇▇▇▇▇.7

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing Alternative CurrencyDollars, that the any L/C Issuer is not currently making available for Letters of Credit to the BorrowerBorrowers; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C IssuerIssuer(s). (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.10:00 a.m., ten one (101) Business Days Day prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and 38 68208499_3 the applicable L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.10:00 a.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the applicable L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such applicable L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The A Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and or any existing Alternative Currency, that Currency described in clause (i) of the L/C Issuer is not currently making available for Letters of Credit to the Borrowerdefinition thereof; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into DollarsDollars in the London interbank market. For any such request with respect to the issuance of Letters of Credit, Any such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the applicable L/C Issuer thereofof any such request. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on five (5) Business Days after receipt of such request (or such other time or date as may be agreed by such Borrower and the second Business Day immediately preceding the requested date of the desired L/C Credit Extension Administrative Agent, in their sole discretion) whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the an L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit issued by it to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the such Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesissuances by such L/C Issuer. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the such Borrower. (d) In order to implement any Alternative Currency approved in accordance with this Section 1.06, the Administrative Agent and the Company may make any technical or operational changes to this Agreement as necessary without any further consent from any Lender or L/C Issuer.

Additional Alternative Currencies. (a) The Borrower Company may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of "Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;" provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 10 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.05, the Administrative Agent shall promptly so notify the Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of "Alternative Currency" shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. (a) The Parent Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing or those specifically listed in the definition of “Alternative Currency, that ” for the L/C Issuer is not currently making available for Letters account of Credit to the a U.S. Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and readily convertible into DollarsDollars in the London interbank market. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the applicable L/C IssuerIssuer(s). (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m. (New York, New York time), ten (10) Business Days prior to the date of the desired L/C issuance of a Letter of Credit Extension in such other currency (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in its or their sole discretion). The Administrative In the case of any such request, Agent shall also promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m. (New York, on the second New York time), five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the an L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit issue a Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Parent Borrower and such currency shall thereupon be deemed for all purposes herein to be an Alternative Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.4, the Administrative Agent shall promptly so notify the Parent Borrower. (d) As of the Amendment No. 23 Effective Date, each L/C Issuer has agreed to issue Letters of Credit in the currencies specified on Exhibit B to Amendment No. 23.

Additional Alternative Currencies. (a) The Borrower Co-Borrowers and their Subsidiaries may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing an Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency Alternative Currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, Any such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the desired issuance date of the desired L/C proposed Letter of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole and absolute discretion). The Administrative Agent shall promptly notify the L/C Issuer thereofof such request. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole and absolute discretion, to the issuance of Letters of Credit in such the requested currency. (c) Alternative Currency. Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currencyAlternative Currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currencyAlternative Currency, the Administrative Agent shall so notify the Borrower Co-Borrowers or the applicable Subsidiary and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency Alternative Currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the BorrowerCo-Borrowers and such Subsidiary.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing Alternative CurrencyDollars, that the any L/C Issuer is not currently making available for Letters of Credit to the BorrowerBorrowers; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer. (b) Issuer(s). Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.10:00 a.m., ten one (101) Business Days Day prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the Administrative Agent, 45 89826417_6 not later than 2:00 p.m.10:00 a.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) . Any failure by the applicable L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such applicable L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrowerdollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) applicable Issuing Banks. Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C issuance, extension or increase of any Letter of Credit Extension to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the L/C Issuer, in their sole discretionapplicable Issuing Banks). The Administrative Agent shall promptly notify the L/C Issuer applicable Issuing Banks thereof. The L/C Issuer applicable Issuing Bank shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (cb) Any failure by the L/C Issuer an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (a) shall be deemed to be a refusal by such L/C Issuer Issuing Bank to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.12, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Eurodollar Rate Loans be made and/or Multicurrency Facility Letters of Credit be issued in a currency, currency other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the BorrowerCanadian Dollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the making of Eurodollar Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Multicurrency Facility Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable Multicurrency Facility L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Eurodollar Rate Loans, the Administrative Agent shall promptly notify each Multicurrency Facility Lender thereof; and in the case of any such request pertaining to Letters of Credit, the L/C Issuer shall promptly notify the applicable Multicurrency Facility L/C Issuer thereof. The Each Multicurrency Facility Lender (in the case of any such request pertaining to Eurodollar Rate Loans) or the applicable Multicurrency Facility L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the making of Eurodollar Rate Loans or the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) Any failure by a Multicurrency Facility Lender or the applicable Multicurrency Facility L/C Issuer Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Multicurrency Facility Lender or the applicable Multicurrency Facility L/C Issuer Issuer, as the case may be, to permit Eurodollar Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Multicurrency Facility Lenders consent to making Eurodollar Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any borrowings of Eurodollar Rate Loans; and if the Administrative Agent and the applicable Multicurrency Facility L/C Issuer consent consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.09, the Administrative Agent shall promptly so notify the Borrower. (d) The Administrative Agent and the U.S. Borrower, may, without the consent of any Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the U.S. Borrower, to effect the provisions of this Section 1.09, and for the avoidance of doubt, this Section 1.09(d) shall supersede any provisions in Sections 1.09(b) and (c) or Section 10.01 to the contrary (other than Section 10.01(h)), but no such amendment shall curtail any right specifically granted to any Lender under Section 1.09 (a) or (b).

Additional Alternative Currencies. (a) The Parent Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing or those specifically listed in the definition of “Alternative Currency, that ” for the L/C Issuer is not currently making available for Letters account of Credit to the a U.S. Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and readily convertible into DollarsDollars in the London interbank market. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the applicable L/C IssuerIssuer(s). (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m. (New York, New York time), ten (10) Business Days prior to the date of the desired L/C issuance of a Letter of Credit Extension in such other currency (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in its or their sole discretion). The Administrative In the case of any such request, Agent shall also promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m. (New York, on the second New York time), five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the an L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit issue a Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Parent Borrower and such currency shall thereupon be deemed for all purposes herein to be an Alternative Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.4, the Administrative Agent shall promptly so notify the Parent Borrower. (d) As of the Amendment No. 67 Effective Date, each L/C Issuer has agreed to issue Letters of Credit in the currencies specified on Exhibit B to Amendment No. 3.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing Alternative CurrencyDollars, that the any L/C Issuer is not currently making available for Letters of Credit to the BorrowerBorrowers; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C IssuerIssuer(s). (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.10:00 a.m., ten one (101) Business Days Day prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.10:00 a.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the applicable L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such applicable L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an 68208499_7 additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower Company may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.05, the Administrative Agent shall promptly so notify the Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of "Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower"; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 A.M., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 A.M., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the making of the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent or the L/C Issuer shall fail to obtain consent to any request for an additional currency under this Section 1.061.7, the Administrative Agent shall promptly so notify the Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of "Alternative Currency" shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrowerdollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) applicable Issuing Banks. Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C issuance, extension or increase of any Letter of Credit Extension to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the L/C Issuer, in their sole discretionapplicable Issuing Banks). The Administrative Agent shall promptly notify the L/C Issuer applicable Issuing Banks thereof. The L/C Issuer applicable Issuing Bank shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) . Any failure by the L/C Issuer an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such L/C Issuer Issuing Bank to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the applicable Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of “LIBO Rate” reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.11, the Administrative Agent shall promptly so notify the applicable Borrower.. THE CREDITS

Additional Alternative Currencies. (a) The Borrower Representative may from time to time request that Eurocurrency Loans be made or Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency (other than U.S. Dollars) that is readily available and freely transferable and convertible into U.S. Dollars. For any such request with respect to the issuance of Letters of Credit, Any such request shall be subject to the approval of the Administrative Agent Agent, the applicable Issuing Banks and the L/C IssuerLenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension Borrowing (or such other time or date as may be agreed by the Administrative Agent and the L/C IssuerAgent, in their its sole discretion). The In the case of any such request, the Administrative Agent shall promptly notify the L/C Issuer each Issuing Bank and each Lender thereof. The L/C Issuer Each Issuing Bank and each Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request, whether it consents, in its sole discretion, to the making of Eurocurrency Loans or issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer an Issuing Bank or a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Issuing Bank or such Lender to permit Eurocurrency Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent Agent, the applicable Issuing Banks and all the L/C Issuer Lenders consent to the issuance of making Eurocurrency Loans or issuing Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Representative and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06Section, the Administrative Agent shall promptly so notify the BorrowerBorrower Representative.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit Eurocurrency Rate Loans be issued made in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, Any such request shall be subject to the approval of the Administrative Agent and the L/C IssuerLenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension Borrowing (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The In the case of any such request, the Administrative Agent shall promptly notify the L/C Issuer each Lender thereof. The L/C Issuer Each Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Eurocurrency Rate Loans in such requested currency. (c) Any failure by the L/C Issuer a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Lender to permit Letters of Credit Eurocurrency Rate Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Lenders consent to the issuance of Letters of Credit making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter Borrowings of Credit issuancesEurocurrency Rate Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower Company may from time to time request that Loans be made and/or Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the making of Loans in such other currency, such request shall be subject to the approval of the Administrative Agent and the Lenders, including specification by the Administrative Agent of a reasonable Minimum Principal Amount for such Alternative Currency; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerIssuers. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 10 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the case of any such request pertaining to Letters of Credit, the L/C IssuerIssuers, in its or their sole discretion). The In the case of any such request pertaining to Loans in a new Alternative Currency, the Administrative Agent shall promptly notify each Lender thereof and of the proposed Minimum Principal Amount therefor; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer Issuers thereof. The Each Lender (in the case of any such request pertaining to Loans in a new Alternative Currency) or each L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the making of Loans in such new Alternative Currency or the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) Any failure by the a Lender or an L/C Issuer Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or such L/C Issuer Issuer, as the case may be, to permit Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent to making Loans in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of Loans; and if the Administrative Agent and the L/C Issuer Issuers consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerCompany. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that LIBOR Rate Loans be made and/or Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into DollarsDollars in the United States currency market and freely available to the applicable Lender in the London interbank market. For In the case of any such request with respect to the making of LIBOR Rate Loans, such request shall be subject to the approval of the Agent and the Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerIssuing Lender that will be issuing Letters of Credit in such currency. If after the designation of any currency other than those specifically listed in the definition of “Alternative Currency” as an Alternative Currency in accordance with the preceding sentence, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Agent (in the case of any LIBOR Rate Loans to be denominated in such Alternative Currency) or an Issuing Lender (in the case of any Letter of Credit to be denominated in such Alternative Currency), (a) such currency no longer being freely transferable and convertible into Dollars in the United States currency market or freely available to the applicable Lender or Issuing Lender in the London interbank market, (b) a Dollar Amount is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Lenders or (d) such currency is no longer a currency in which the Required Lenders are willing to make LIBOR Rate Loans (each of (a), (b), (c), and (d) a “Disqualifying Event”), then the Agent shall promptly notify the Lenders and the Borrowers, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. Within, five (5) Business Days after receipt of such notice from the Agent, the Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Amount of Loans, subject to the other terms contained herein. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 10 Business Days prior to the date of the desired L/C Extension of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuerand, in the case of any such request pertaining to Letters of Credit, the Issuing Lender, in its or their sole discretion). The Administrative In the case of any such request pertaining to LIBOR Rate Loans, the Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Agent shall promptly notify the L/C Issuer Issuing Lender thereof. The L/C Issuer Each Lender (in the case of any such request pertaining to LIBOR Rate Loans) or the Issuing Lender (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the making of LIBOR Rate Loans or the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) Any failure by a Lender or the L/C Issuer Issuing Lender, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Lender or such Issuing Lender, as the case may be, to permit LIBOR Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders consent to making LIBOR Rate Loans in such requested currency, the Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any borrowings of LIBOR Rate Loans; and if the Agent and the L/C Issuer Issuing Lender consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesissuances by such Issuing Lender. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.7, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Any Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C IssuerIssuing Bank. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 10 Business Days prior to the date of the desired L/C issuance of any Letter of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C IssuerIssuing Bank, in its or their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer Issuing Bank thereof. The L/C Issuer Issuing Bank shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second 10 Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer Issuing Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer the Issuing Bank to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Lead Borrower, as applicable, and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.11, the Administrative Agent shall promptly so notify the Lead Borrower.. CG&R Draft Last Saved: 05/13/201503/09/2016 712:3618 pm 18730131v1438545097v6

Additional Alternative Currencies. (a) The Parent Borrower may from time to time request (each, a “Supplemental Request”) that the Alternative Currency Tranche Lenders provide one or more commitments for Eurocurrency Rate Loans to be made and/or that Letters of Credit to be issued in a currencycurrency (each, a “Supplemental Currency”) other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that ” at the L/C Issuer time such request is not currently making available for Letters of Credit to the Borrowermade; provided that such the requested currency Supplemental Currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request Each Supplemental Request shall be (i) subject to the approval of the Administrative Agent and, in the case of a Supplemental Request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the Alternative Currency L/C Issuer. Issuer and (bii) Any such new Alternative Currency request for Letters of Credit shall be made in writing to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the date of that the desired L/C Credit Extension commitment in such Supplemental Currency would take effect (or such other time or date as may be agreed by the Administrative Agent and and, in the case of a Supplemental Request pertaining to Letters of Credit, the Alternative Currency L/C Issuer, in its or their sole discretion). ) in substantially the form of Exhibit J (a “Supplemental Addendum”) and shall set forth the proposed Supplemental Currency and the other matters set forth on the form of Supplemental Addendum. (b) The Administrative Agent shall promptly notify each Alternative Currency Tranche Lender following its receipt of a Supplemental Request; and in the case of a Supplemental Request pertaining to Letters of Credit, the Administrative Agent shall also promptly notify the Alternative Currency L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely CH\1702371.21 transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent L/C Issuer, which approval shall not be unreasonably withheld, conditioned or delayed; it being understood and agreed that, as of the Closing Date, ▇▇▇▇▇ Fargo, as the L/C Issuer, has approved the following currencies with respect to the issuance of Letters of Credit by ▇▇▇▇▇ Fargo: Euro, Japanese Yen, Canadian Dollars, New Shekel, Pound Sterling, Indian Rupee, Thai Baht, Mexican Peso, Chilean Peso, United Arab Emirates Dirham, Australian Dollars, South African Rand, Kuwaiti Dinar, South Korean Won, Swiss Franc, Malaysian Ringgit, Singapore Dollar, New Taiwan Dollar, Chinese Yuan, Brazilian Reais, Saudi Arabian Riyal, Turkish Lira and Indonesian Rupiah. (ba) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent L/C Issuer not later than 2:00 1:00 p.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereofin its sole discretion). The L/C Issuer shall notify the Borrower and the Administrative Agent, not later than 2:00 1:00 p.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (cb) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent L/C Issuer shall so notify the Borrower and the Administrative Agent, and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit or Bankers’ Acceptance issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit Revolving Loans that are Eurodollar Loans be issued made in a currency, other than Dollars and any existing currency not specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, and such request shall be subject to the approval of the Administrative Agent and the L/C IssuerRevolving Lenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) Business Days Days’ prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereofeach Revolving Lender of such request. The L/C Issuer Each Revolving Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second seven Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Revolving Loans in such requested currency. (c) Any failure by the L/C Issuer a Revolving Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Revolving Lender to permit Letters of Credit Eurodollar Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Revolving Lenders consent to the issuance of Letters of Credit making Eurodollar Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter Revolving Borrowings of Credit issuancesEurodollar Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower Parent may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that (x) such requested currency is a lawful currency that is readily available an Eligible Currency, and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, (y) such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, Issuer in their sole discretion). The , and the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the making of the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers, and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerParent.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing Alternative CurrencyDollars, that the any L/C Issuer is not currently making available for Letters of Credit to the BorrowerBorrowers; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer. (b) Issuer(s). 45 90295627_3 Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.10:00 a.m., ten one (101) Business Days Day prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.10:00 a.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) . Any failure by the applicable L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such applicable L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Letters of Credit or Revolving Credit Loans be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency”, that the L/C Issuer is not currently making available for Letters of Credit to the Borroweras applicable; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer.Issuer or Revolving Credit Lender, as applicable; provided that 86 #95488248v20 (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, Issuer or Revolving Credit Lender in their sole discretion). The Administrative Agent shall promptly notify the each L/C Issuer thereofor Revolving Credit Lender in the case of any such request. The Each L/C Issuer or Revolving Credit Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second 10 Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit or the making of a Revolving Credit Loan in such requested currency. (c) Any failure by the an L/C Issuer or Revolving Credit Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer or Revolving Credit Lender to permit Letters of Credit to be issued or the making of Revolving Credit Loans in such requested currency. If the Administrative Agent and the an L/C Issuer consent to the issuance of Letters of Credit or the making of Revolving Credit Loans in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesissuances by such L/C Issuers or the making of any Revolving Credit Loans by such Revolving Credit Lenders. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06‎Section 1.10, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The Parent Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing or those specifically listed in the definition of “Alternative Currency, that ” for the L/C Issuer is not currently making available for Letters account of Credit to the a U.S. Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and readily convertible into DollarsDollars in the London interbank market. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the applicable L/C IssuerIssuer(s). (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m. (New York, New York time), ten (10) Business Days prior to the date of the desired L/C issuance of a Letter of Credit Extension in such other currency (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in its or their sole discretion). The Administrative In the case of any such request, Agent shall also promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m. (New York, on the second New York time), five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the an L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit issue a Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Parent Borrower and such currency shall thereupon be deemed for all purposes herein to be an Alternative Currency hereunder for purposes of any Letter of Credit issuanceshereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.4, the Administrative Agent shall promptly so notify the Parent Borrower. (d) As of the Amendment No. 3 Effective Date, each L/C Issuer has agreed to issue Letters of Credit in the currencies specified on Exhibit B to Amendment No. 3.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars; provided further that Letters of Credit issued under such requested currency shall expressly allow for the L/C issuer to make payment thereunder, following a draw thereon by the beneficiary thereof, in the Dollar equivalent of the amount of such other currency on the basis of the Spot Rate (determined as of the date of such draw) for the purchase of Dollars with such other currency. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer, which approval shall not be unreasonably withheld, conditioned or delayed. (ba) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 1:00 p.m., ten (10) 10 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 1:00 p.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (cb) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent consents to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit or Bankers’ Acceptance issuances. If the Administrative Agent shall fail to not obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrowerdollars; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C Issuerapplicable Issuing Banks. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C issuance, extension or increase of any Letter of Credit Extension to be issued in such currency (or such other time or date as may be reasonably agreed by the Administrative Agent and the L/C Issuer, in their sole discretionapplicable Issuing Banks). The Administrative Agent shall promptly notify the L/C Issuer applicable Issuing Banks thereof. The L/C Issuer applicable Issuing Bank shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) Any failure by the L/C Issuer an Issuing Bank to respond to such request within the time period specified in the preceding sentence clause (b) shall be deemed to be a refusal by such L/C Issuer Issuing Bank to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and (A) the Administrative Agent and the applicable Issuing Bank may amend the definition of LIBO Rate for any currency for which there is no published LIBO Rate with respect thereto to the extent necessary to add the applicable LIBO Rate for such currency and (B) to the extent the definition of LIBO Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.11, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency;” provided, that that, at the L/C Issuer is not currently making available for Letters time of Credit to the Borrower; provided that such request, such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For any such request with respect to the issuance of Letters of Credit, Each such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit referred to in Section 1.09(a) shall be made to the Administrative Agent not later than 2:00 p.m., ten 11:00 a.m. twenty (1020) Business Days prior to the date of the desired L/C Credit Extension to be made in such currency (or such other shorter period of time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their respective sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereofof each such request. The L/C Issuer shall notify the Administrative Agent, Agent not later than 2:00 p.m.11:00 a.m., on ten (10) Business Days after receipt of such request (or such shorter period of time as may be agreed by the second Business Day immediately preceding Administrative Agent and the requested date of the desired L/C Credit Extension Issuer, in their respective sole discretion) whether it the L/C Issuer consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such any request referred to in this Section 1.09 within the time period specified in the preceding sentence Section 1.09(b) shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify RCI. In connection with the Borrower approval of any requested currency pursuant to this Section 1.09, the Administrative Agent and the L/C Issuer may amend the definition of “Alternative Currency” and any other provision of this Agreement or any other Loan Document, in each case, solely with respect to the requested currency, to reflect the approval of such currency shall thereupon be deemed for all purposes to be as an Alternative Currency hereunder for purposes of any Letter of Credit issuancesCurrency. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.09, the Administrative Agent shall promptly so notify RCI. Any currency of an Existing Letter of Credit that is neither Dollars nor one of the BorrowerAlternative Currencies specifically listed in the definition of “Alternative Currency” as of the Closing Date shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of "Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;" provided that such requested currency is a lawful currency (other than US Dollars) that is readily available and freely transferable and convertible into US Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than US Dollars) that is readily available and freely transferable and convertible into US Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower Borrowers may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing Alternative CurrencyDollars, that the any L/C Issuer is not currently making available for Letters of Credit to the BorrowerBorrowers; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For any such request with respect to 67484784_12 the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C IssuerIssuer(s). (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.10:00 a.m., ten one (101) Business Days Day prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.10:00 a.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the applicable L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such applicable L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the BorrowerBorrowers.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of "Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;" provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C IssuerFronting Bank. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Letter of Credit Extension Borrowing (or such other time or date as may be agreed by the Administrative Agent and the L/C IssuerFronting Bank, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer Fronting Bank of any such request thereof. The L/C Issuer Fronting Bank shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer Fronting Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer the Fronting Bank to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer Fronting Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.3, the Administrative Agent shall promptly so notify the Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of "Alternative Currency" shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, in such requested currency. (c) Any failure by the a L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the Borrower. [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit Revolving Loans be issued made in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance making of Letters of CreditRevolving Loans, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerRevolving Lenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension Loan (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their its sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereofeach Revolving Lender thereof of each such request. The L/C Issuer Each Revolving Lender shall notify the Administrative Agent, Agent not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Revolving Loans in such requested currency. (c) Any failure by the L/C Issuer a Revolving Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Lender to permit Letters of Credit Revolving Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Revolving Lenders consent to the issuance of Letters of Credit making Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter borrowings of Credit issuancesRevolving Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06§1.7, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.. 69 US-DOCS\117476656.1136335661.3 (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m., ten (10) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m., on the second Business Day immediately preceding the requested date of the desired L/C Credit Extension whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower Borrowers and their Subsidiaries may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing an Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency Alternative Currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, Any such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the desired issuance date of the desired L/C proposed Letter of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole and absolute discretion). The Administrative Agent shall promptly notify the L/C Issuer thereofof such request. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole and absolute discretion, to the issuance of Letters of Credit in such the requested currency. (c) Alternative Currency. Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currencyAlternative Currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currencyAlternative Currency, the Administrative Agent shall so notify the applicable Borrower or the applicable Subsidiary and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency Alternative Currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the Borrowerapplicable Borrower and such Subsidiary.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”; provided that such requested currency is a lawful currency that is readily available and freely transferable and convertible into Dollarsan Eligible Currency. For any such request with respect to the issuance of Letters of Credit, such Such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in its or their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of "Alternative Currency" shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. (a) The Borrower and its Subsidiaries may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing an Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency Alternative Currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, Any such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the desired issuance date of the desired L/C proposed Letter of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole and absolute discretion). The Administrative Agent shall promptly notify the L/C Issuer thereofof such request. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole and absolute discretion, to the issuance of Letters of Credit in such the requested currency. (c) Alternative Currency. Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currencyAlternative Currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currencyAlternative Currency, the Administrative Agent shall so notify the Borrower or the applicable Subsidiary and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency Alternative Currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the BorrowerBorrower and such Subsidiary. Any specified currency of an Existing Letter of Credit that is not Dollars shall be deemed to be an Alternative Currency with respect to such Existing Letter of Credit only.

Additional Alternative Currencies. (a) The Borrower may Company may, from time to time time, request that Letters of Revolving Credit Loans be issued made in a currency, currency other than Dollars and any existing (each such currency, an “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower”); provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance making of Letters of CreditRevolving Credit Loans, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerLenders. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent in its sole discretion) and the L/C Issuer, in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer each Lender thereof. The L/C Issuer Each Lender shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Revolving Credit Loans in such requested currency. (c) Any failure by the L/C Issuer a Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Lender to permit Letters of Revolving Credit Loans to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Lenders consent to the issuance of Letters of making Revolving Credit Loans in such requested currency, the Administrative Agent shall so notify the Borrower Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter Borrowings of Revolving Credit issuancesLoans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.10, the Administrative Agent shall promptly so notify the Borrower. (d) Following the approval of such requested currency as an Alternative Currency hereunder, the Administrative Agent, the Lenders consenting to making Revolving Credit Loans in such requested currency and the Borrower may amend this Agreement from time to time in connection with the implementation and administration of any such Alternative Currency notwithstanding anything to the contrary herein or in any other Loan Document.

Additional Alternative Currencies. (a) The Borrower or any Co-Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of "Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;" provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Creditrequest, such request shall be subject to the approval of the Administrative Agent and the L/C Issuerrelevant Issuing Lender. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent and the relevant Issuing Lender not later than 2:00 p.m., ten (10) 11:00 a.m. Las Vegas time 20 Business Days prior to the date of the desired L/C issuance of the Letter of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, relevant Issuing Lender in their sole discretion). The Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer relevant Issuing Lender shall notify the W02-WEST:LAR\400019853.8 Administrative Agent, not later than 2:00 p.m., on the second 11:00 a.m. Las Vegas time 10 Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) Any failure by the L/C Issuer relevant Issuing Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Issuing Lender to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer relevant Issuing Lender consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower or relevant Co-Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesissuances by such Issuing Lender. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.9, the Administrative Agent shall promptly so notify the Borrower or relevant Co-Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower. 5. The Credit Agreement is hereby amended by adding immediately following the end of Section 1.06 thereof, the following new Sections 1.07, 1.08 and 1.09:

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of "Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;" provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For In the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.9:00 a.m. (San Francisco time), ten (10) 20 Business Days prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, Issuer in its or their sole discretion). The In the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.9:00 a.m. (San Francisco time), on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance of Letters of Credit Credit, in such requested currency. (c) Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.07, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Borrower may from time to time request that Letters of Credit Eurodollar Rate Advances be issued made by the Banks in a currency, currency other than Dollars and any existing Alternative those specifically listed in the definition of "Committed Foreign Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower"; provided that such requested currency is a lawful currency (other than U.S. Dollars) that is readily available and freely transferable and convertible into U.S. Dollars. For In the case of any such request with respect to the issuance making of Letters of CreditEurodollar Rate Advances, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerBanks. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.9:00 a.m., ten (10) 20 Business Days prior to the date of the desired L/C Credit Extension Eurodollar Rate Advance (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole discretionAgent). The Administrative Agent shall promptly notify the L/C Issuer thereofeach Bank of such request. The L/C Issuer Each Bank shall notify the Administrative Agent, not later than 2:00 p.m.8:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the issuance making of Letters of Credit Eurodollar Rate Advances in such requested currency. (c) Any failure Failure by the L/C Issuer a Bank to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Bank to permit Letters of Credit Eurodollar Rate Advances to be issued made in such requested currency. If the Administrative Agent and all the L/C Issuer Banks consent to the issuance of Letters of Credit making Eurodollar Rate Advances in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative a Committed Foreign Currency hereunder for purposes of any Letter Borrowings of Credit issuancesEurodollar Rate Advances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the Borrower.

Additional Alternative Currencies. (a) The Parent Borrower may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency”; provided, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that that, (i) such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into DollarsDollars and (ii) such requested currency shall only be a LIBOR Quoted Currency to the extent that there is published LIBOR rate for such currency (each such currency, an “Eligible Currency”). For In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. If, after the designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Administrative Agent and the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency), (A) such currency no longer being readily available, freely transferable and convertible into Dollars, (B) a Dollar Equivalent is no longer readily calculable with respect to such currency, (C) providing such currency is impracticable for the Lenders or (D) no longer a currency in which the Required Lenders are willing to make such Credit Extensions (each of (A), (B), (C), and (D) a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Lenders and the Parent Borrower, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. Within ten (10) Business Days after receipt of such notice from the Administrative Agent, the Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Equivalent of Loans in Dollars, subject to the other terms contained herein. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten twenty (1020) Business Days (or such shorter notice period as the Administrative Agent may agree in its sole discretion) prior to the date of the desired L/C Credit Extension (or such other time or date as may be agreed by the Administrative Agent and and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). The In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. The Each Revolving Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten (10) Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) Any failure by a Revolving Lender or the L/C Issuer Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Borrower.42 CHAR1\1732710v2

Additional Alternative Currencies. (a) The Borrower Co-Borrowers and their Subsidiaries may from time to time request that Letters of Credit be issued in a currency, other than Dollars and any existing an Alternative Currency; provided, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; provided that such requested currency Alternative Currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. For any such request with respect to the issuance of Letters of Credit, Any such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 20 Business Days prior to the desired issuance date of the desired L/C proposed Letter of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuer, in their sole and absolute discretion). The Administrative Agent shall promptly notify the L/C Issuer thereofof such request. The L/C Issuer shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second ten Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole and absolute discretion, to the issuance of Letters of Credit in such the requested currency. (c) Alternative Currency. Any failure by the L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such the L/C Issuer to permit Letters of Credit to be issued in such requested currencyAlternative Currency. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currencyAlternative Currency, the Administrative Agent shall so notify the Borrower Co-Borrowers or the applicable Subsidiary and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency Alternative Currency under this Section 1.061.08, the Administrative Agent shall promptly so notify the BorrowerCo-Borrowers and such Subsidiary.

Additional Alternative Currencies. (a) The Borrower may from time to time request that LIBOR Rate Revolving Credit Loans be made and/or Letters of Credit be issued in a currency, currency other than Dollars and any existing those specifically listed in the definition of “Alternative Currency, that the L/C Issuer is not currently making available for Letters of Credit to the Borrower; ;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into DollarsDollars in the United States currency market and freely available to the applicable Lender in the London interbank market. For In the case of any such request with respect to the making of LIBOR Rate Revolving Credit Loans, such request shall be subject to the approval of the Agent and the Revolving Credit Lenders; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C IssuerIssuing Lender that will be issuing Letters of Credit in such currency. If after the designation of any currency other than those specifically listed in the definition of “Alternative Currency” as an Alternative Currency in accordance with the preceding sentence, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Agent (in the case of any LIBOR Rate Revolving Credit Loans to be denominated in such Alternative Currency) or an Issuing Lender (in the case of any Letter of Credit to be denominated in such Alternative Currency), (a) such currency no longer being freely transferable and convertible into Dollars in the United States currency market or freely available to the applicable Revolving Credit Lender or Issuing Lender in the London interbank market, (b) a Dollar Amount is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Revolving Credit Lenders or (d) such currency is no longer a currency in which the Required Lenders are willing to make LIBOR Rate Revolving Credit Loans (each of (a), (b), (c), and (d) a “Disqualifying Event”), then the Agent shall promptly notify the Revolving Credit Lenders and the Borrower, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. Within, five (5) Business Days after receipt of such notice from the Agent, the Borrower shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Amount of Loans, subject to the other terms contained herein. (b) Any such new Alternative Currency request for Letters of Credit shall be made to the Administrative Agent not later than 2:00 p.m.11:00 a.m., ten (10) 10 Business Days prior to the date of the desired L/C Extension of Credit Extension (or such other time or date as may be agreed by the Administrative Agent and the L/C Issuerand, in the case of any such request pertaining to Letters of Credit, the Issuing Lender, in its or their sole discretion). The Administrative In the case of any such request pertaining to LIBOR Rate Revolving Credit Loans, the Agent shall promptly notify each Revolving Credit Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Agent shall promptly notify the L/C Issuer Issuing Lender thereof. The L/C Issuer Each Revolving Credit Lender (in the case of any such request pertaining to LIBOR Rate Revolving Credit Loans) or the Issuing Lender (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 2:00 p.m.11:00 a.m., on the second five Business Day immediately preceding the requested date Days after receipt of the desired L/C Credit Extension such request whether it consents, in its sole discretion, to the making of LIBOR Rate Revolving Credit Loans or the issuance of Letters of Credit Credit, as the case may be, in such requested currency. (c) Any failure by a Revolving Credit Lender or the L/C Issuer Issuing Lender, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer Revolving Credit Lender or such Issuing Lender, as the case may be, to permit LIBOR Rate Revolving Credit Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Revolving Credit Lenders consent to making LIBOR Rate Revolving Credit Loans in such requested currency, the Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any borrowings of LIBOR Rate Revolving Credit Loans; and if the Agent and the L/C Issuer Issuing Lender consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuancesissuances by such Issuing Lender. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.061.7, the Administrative Agent shall promptly so notify the Borrower.