Common use of Currency Option Clause in Contracts

Currency Option. (A) The Borrower may request in any Notice of Borrowing that the Advance to which such Notice of Borrowing relates be denominated in a specified Optional Currency and, if the Borrower shall so request and subject to the following provisions of this Article, the relevant Advance shall be denominated in the Optional Currency so specified. (B) Notwithstanding the provisions of paragraph (A), if any Bank determines that deposits in the specified Optional Currency (other than USD) are not or will not be available to it in the relevant amount and for the relevant period in the Interbank Market, it may give notice thereof to the Agent not later than 1:00 p.m. on the third Business Day preceding the date of the proposed Advance. (C) If the Agent receives a notification pursuant to paragraph (B) the relevant Advance shall (1) if the Borrower has given instruction to that effect in the Notice of Borrowing, not be made in the specified Optional Currency but shall instead be made available in DM (or, after the Commencement Date, EURO), the amount of DM or EURO to be so advanced by the Banks being the Original Currency Amount specified in the relevant Notice of Borrowing; or (2) if the Borrower has given instruction to that effect in the Notice of Borrowing, not be made in the specified Optional Currency but shall instead be made available in USD, the amount of USD to be so advanced by the Banks being the Original Currency Equivalent; or (3) if the Borrower has failed to give any instruction as referred to in (1) or (2) above, not be made. The Agent shall notify each Bank and the Borrower by 4:00 p.m. on the third Business Day preceding the date of the proposed Advance of the receipt of any such notice from a Bank as is referred to in paragraph (B) and, in the case of (1) or (2) above, of the amount in DM, EURO, or, as the case may be, USD, to be advanced by each Bank or in case of (3) above that such proposed Advance shall not be made. (D) Notwithstanding the foregoing provisions of this Article, if any such event as is described in paragraph (E) shall occur the Agent may (and shall, if so instructed by the Majority Banks), at any time before, or not later than 9:00 a.m. on the date on which an Advance would otherwise fall to be made in an Optional Currency, give notice to the Borrower to the effect that in consequence of such event it will not be possible for such Advance to be denominated in the Optional Currency in question, in which case such Advance shall then not be made at all and the Borrower shall pay to each Bank such amount as is necessary to compensate such Bank for any and all losses and costs incurred by it in liquidating and/or employing amounts borrowed or contracted for, and/or in terminating or unwinding any contract entered into, in order to fund its participation in the proposed Advance. (E) The events referred to in paragraph (D) are such changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls as (in any such case) would, in the reasonable opinion of the Agent (if feasible, after consultation with the Borrower and the Reference Banks), make it impracticable for the Advance (or the relevant part thereof) to be denominated in the Optional Currency in question. (F) If an Advance is to be made available in an Optional Currency, each Bank through the Agent will make available to the Borrower the Original Currency Equivalent of such Advance.

Currency Option. (A) The Borrower may request 10.1 This Clause 10 shall apply to every Advance other than a Swingline Advance. 10.2 If the Company requests in any Notice of Borrowing Advance Request that the Advance to which such Notice of Borrowing Advance Request relates be denominated in a specified an Optional Currency and, if the Borrower shall so request and subject to the following provisions of this ArticleCurrency, the relevant Advance shall be denominated in the Optional Currency so specified. (B) 10.3 Notwithstanding the provisions of paragraph (A)Clause 10.2, if any a Bank (an “Affected Bank”) reasonably determines that deposits in of the specified Optional Currency (other than USD) specified as aforesaid are not or will not be available to it in the relevant amount and for the relevant period in the London Interbank Market, it may give notice thereof to the Agent not later than 1:00 12.00 noon on the day prior to the Advance Date, in which event the Affected Bank shall no longer be obliged to make its participation in such Advance available unless the Company gives notice to the Agent not later than 1.30 p.m. on the third Business Day preceding the date day of the proposed Advance. (C) If Advance Request that it wishes the Agent receives a notification pursuant Affected Bank to paragraph (B) make its participation in such Advance available in dollars, in which case the relevant Advance shall (1) if the Borrower has given instruction to that effect in the Notice of Borrowing, not be made in the specified Optional Currency but Affected Bank shall instead be made obliged to make its participation in such Advance available (subject to satisfaction by such Company of the provisions of this Agreement) in DM (or, after the Commencement Date, EURO)dollars, the amount of DM or EURO dollars to be so advanced by the Banks Affected Bank being the Original Currency Dollar Amount specified of what would have been the amount of its participation in the relevant Notice of Borrowing; or (2) if the Borrower has given instruction to that effect Advance had it made such Advance available in the Notice of Borrowing, not be made in the specified Optional Currency but shall instead be made available in USD, the amount of USD to be so advanced specified by the Banks being the Original Currency Equivalent; orCompany. (3) if the Borrower has failed to give any instruction as referred to in (1) or (2) above, not be made. 10.4 The Agent shall agrees to notify each Bank the Company and the Borrower by 4:00 p.m. on the third Business Day preceding the date of the proposed Advance other Banks of the receipt of any such notice from the Affected Bank. 10.5 Once the Term Out Option has been exercised the Company, as at the end of any relevant Interest Period, may elect by not less than three London Business Days’ notice to the Agent, to convert the Tranche C Loan into a Bank as is referred to in paragraph (B) anddifferent currency, in which case, as at the case end of (1) such Interest Period, the Tranche C Loan shall be repaid in its then currency and re-advanced in its Original Dollar Amount or (2) above, the Equivalent Amount of the amount in DM, EURO, or, as the case may be, USD, to be advanced by each Bank or in case of (3) above that such proposed Advance shall not be maderelevant Optional Currency. (D) Notwithstanding 10.6 If denominated in an Optional Currency and once the foregoing provisions Term Out Option has been exercised, the Company shall be obliged to repay the Tranche C Loan at the end of this Article, the then current Interest Period if any such event as is described in paragraph (E) shall occur the Agent may (and shall, if so instructed by Agent’s spot rate of exchange for the Majority Banks), purchase of that Optional Currency with dollars at any time before, or not later than 9:00 about 11.00 a.m. on the date third London business day before the first day of the next Interest Period shall have changed by more than 5 per cent. from the rate calculated by the Agent when the Tranche C Loan was last advanced. The Agent will notify the Company and the Guarantor if this is the case by no later than noon on the day on which an Advance would otherwise fall it makes the exchange rate calculation. The Tranche C Loan shall, subject to be made in an Optional Currency, give notice Clauses 7.1 and 7.2 to the Borrower extent it involves an increase in the Tranche C Loan from that outstanding during the preceding Interest Period, automatically be re-advanced on the first day of such next Interest Period in the Equivalent Amount of the relevant Optional Currency calculated by reference to the effect that in consequence of such event it will not be possible for such Advance Original Dollar Amount. Back to be denominated in the Optional Currency in question, in which case such Advance shall then not be made at all and the Borrower shall pay to each Bank such amount as is necessary to compensate such Bank for any and all losses and costs incurred by it in liquidating and/or employing amounts borrowed or contracted for, and/or in terminating or unwinding any contract entered into, in order to fund its participation in the proposed Advance. (E) The events referred to in paragraph (D) are such changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls as (in any such case) would, in the reasonable opinion of the Agent (if feasible, after consultation with the Borrower and the Reference Banks), make it impracticable for the Advance (or the relevant part thereof) to be denominated in the Optional Currency in question. (F) If an Advance is to be made available in an Optional Currency, each Bank through the Agent will make available to the Borrower the Original Currency Equivalent of such Advance.Contents Part 5

Currency Option. (Aa) The Borrower may request in any Notice Subject to the provisions of Borrowing that the Advance to which such Notice of Borrowing relates be denominated in a specified Optional Currency andClauses 2.9(b) and (g), if the Borrower shall so request and subject to requests in a Drawdown Notice or, in any case other than drawdown of an Advance, by an irrevocable notice received by the following provisions Bank not later than 10:00 a.m. (London time) on the second Banking Day before the beginning of this Articlean Interest Period, the relevant Advance, may be drawn down in an Optional Currency or, as the case may be, on the first day of any Interest Period relating thereto, the Loan may be converted into an, or another, Optional Currency, but if no such request is received by the Bank the Commitment or , as the case may be, the relevant Advance, will be drawn down in Dollars or, as the case may be, the Loan shall remain outstanding in the currency in which it was outstanding during its immediately preceding Interest Period, provided however that if the Borrower shall request that the Loan, or as the case may be the relevant Advance be converted into another Optional Currency on any Banking Day during any Interest Period relating thereto and the Bank shall accede to such request (it being in the reasonable discretion of the Bank to decide whether or not to do so) the Borrower will repay the Loan in the currency in which it was outstanding at the time of repayment together with any such sum as may be payable to the Bank pursuant to Clause 10.1. The Loan may not be denominated in the Optional Currency so specifiedmore than one currency at any time. (Bb) Notwithstanding An Advance, may not be drawn down in and the provisions of paragraph (A), Loan may not be converted into or remain outstanding in an Optional Currency if any the Bank determines (which determination shall be conclusive) at any time prior to 10:00 a.m. London Time on the first day of the relevant Interest Period that deposits of such Optional Currency are not readily available to the Bank in the specified Optional Currency (other than USD) are not or will not be available to it London Interbank Market in an amount comparable with the relevant amount and for the relevant period in the Interbank Market, it may give notice thereof to the Agent not later than 1:00 p.m. on the third Business Day preceding the date of the proposed Advance. (C) If the Agent receives a notification pursuant to paragraph (B) the relevant Advance shall (1) if the Borrower has given instruction to that effect in the Notice of Borrowing, not be made in the specified Optional Currency but shall instead be made available in DM (or, after as the Commencement Date, EURO)case may be, the amount Loan, or that by reason of DM any change in currency availability, currency exchange rates or EURO exchange controls it is or will be impracticable for an Advance to be so advanced by the Banks being the Original Currency Amount specified in the relevant Notice of Borrowing; or (2) if the Borrower has given instruction to that effect in the Notice of Borrowing, not be made in the specified Optional Currency but shall instead be made available in USD, the amount of USD to be so advanced by the Banks being the Original Currency Equivalent; or (3) if the Borrower has failed to give any instruction as referred to in (1) or (2) above, not be made. The Agent shall notify each Bank and the Borrower by 4:00 p.m. on the third Business Day preceding the date of the proposed Advance of the receipt of any such notice from a Bank as is referred to in paragraph (B) and, in the case of (1) or (2) above, of the amount in DM, EUROdrawn down in, or, as the case may be, USD, to be advanced by each Bank the Loan converted into or remain outstanding in case of (3) above that such proposed Advance shall not be made. (D) Notwithstanding the foregoing provisions of this Article, if any such event as is described in paragraph (E) shall occur the Agent may (and shall, if so instructed by the Majority Banks), at any time before, or not later than 9:00 a.m. on the date on which an Advance would otherwise fall to be made in an Optional Currency, give notice to the Borrower to the effect that in consequence of such event it will not be possible for such Advance to be denominated in the other Optional Currency in question, in which case such Advance shall then not be made at all and the Borrower shall pay to each Bank such amount as is necessary to compensate such Bank for any and all losses and costs incurred by it in liquidating and/or employing amounts borrowed or contracted for, and/or in terminating or unwinding any contract entered into, in order to fund its participation in the proposed Advance. (E) The events referred to in paragraph (D) are such changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls as (in any such case) would, in the reasonable opinion of the Agent (if feasible, after consultation with may have been agreed between the Borrower and the Reference Banks)Bank or, make it impracticable for failing agreement, the Advance (or the relevant part thereof) to be denominated in the Optional Currency in questionprovisions of Clause 12.2 shall apply. (Fc) If an Advance is to be made available drawn down in an Optional CurrencyCurrency other than Dollars, each the Bank through the Agent will make available shall advance to the Borrower on the Original relevant Drawdown Date the Equivalent Amount in the relevant Optional Currency Equivalent of the amount of the relevant Advance. (d) (i) Subject to Clauses 2.9(d)(ii) and (iii), 2.9(f) and 7.4, if the Loan is to be converted into an Optional Currency other than the Optional Currency in which the Loan is outstanding, the Bank shall re-advance to the Borrower on the first day of the relevant Interest Period, such amount of such Advanceother Optional Currency as it is necessary for the repayment in full of the Loan in the amount and in the currency in which the same was outstanding in the immediately preceding Interest Period subject to the provisions of sub-Clause 2.9(d)(ii) below. (ii) the obligation of the Bank to re-advance the amount referred to in sub-Clause 2.9(d)(i) above is subject to the following paramount provisions i.e. that: (aa) if the Equivalent Amount in Dollars of the amount required for the repayment of the Loan exceeds the Dollar Amount of the Loan by more than 10% (but no more than 20%), the Bank shall re-advance such amount in the new Optional Currency only on condition that the Borrower shall have provided the Bank with further security (in form and substance satisfactory of the Bank) in an amount equal to such excess; and