Common use of Request for Optional Currency Clause in Contracts

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1., any Borrower may, upon at least three (3) Business Days' notice to the Agent (an "OC Notice"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section 2.9.1 shall be in an amount not less than $5,000,000, or a greater amount which is an integral multiple of $1,000,000, or the equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereof. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Loan is to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the Revolving Credit Loan in such Optional Currency, then such Bank shall so notify Agent, which notification shall be given immediately by the Agent to the Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic Borrower, on the second Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 and 13, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1ss.2.1., any Subsidiary Borrower may, upon at least three (3) Business Days' notice to the Agent (an "OC Notice"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section ss. 2.9.1 shall be in an amount not less than $5,000,000250,000, or a greater amount which is an integral multiple of $1,000,000100,000, or the equivalent Dollar Equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the applicable Subsidiary Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit, (c) the requested currency Optional Currency in which the Revolving Credit Loan is to be made, and (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Fronting Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding dateDrawdown Date, any Bank determines (which determination shall be conclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the Revolving Credit Loan in such Optional Currency, then such Bank shall immediately so notify the Agent, which notification shall be given immediately by the Agent to the applicable Subsidiary Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall instead be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic Borrower, on the second Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate LoanDollars. In the event that the applicable Subsidiary Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 ss.3 hereof and such repayment repayment, and the fluctuation of currency exchange rates, results in Revolving Credit Loans being then outstanding that are not in Dollar Equivalent amounts held pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the applicable Subsidiary Borrower to the Agent for the respective accounts of such the Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 ss.11 (in the case of such Revolving Credit Loans to be made on the Closing Date) and 13ss.12, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date Drawdown Date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1.ss.2.1.1, any Borrower may, upon at least three (3) Business Days' notice to the Agent (an "OC Notice"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section ss. 2.9.1 shall be in an amount not less than $5,000,00050,000, or a greater amount which is an integral multiple of $1,000,00010,000, or the equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the requesting Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Loan is to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the such Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the such Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the Revolving Credit Loan in such Optional Currency, then such Bank shall so notify Agent, which notification shall be given immediately by the Agent to the Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic Borrower, on the second one Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 and 13, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Noticess.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1.2.1, any the Borrower may, upon at least three five (35) Business Days' notice to the Agent (or, in the case of a request for a Dollar denominated Revolving Credit Loan, by not later than 11:00 a.m. (Nassau, Bahamas time) on the proposed Drawdown Date thereof) (an "OC Notice"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section 2.9.1 shall be in an amount not less than $5,000,000E10,000,000, or a greater amount which is an integral multiple of $1,000,000E1,000,000, or the equivalent Euro Equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Borrower), specifying specifying (a) the amount of the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Loan is to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency is not freely transferable and convertible into Dollars Euros or that it will be impracticable for such Bank to fund the Revolving Credit Loan in such Optional Currency, then such Bank shall so notify Agent, which notification shall be given immediately by the Agent to the Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic the Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic Borrower, on the second Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof elects to have such Revolving Credit Loan denominated in Dollars Euros as a Eurocurrency Rate LoanLoan with a one month Interest Period. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars Euros as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 11 and 1312, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.

Request for Optional Currency. Subject to the limitations ------- --- -------- -------- set forth in Section 2.1.1.2.1, any Borrower may, the Company may upon at least not less than three (3) Business Days' notice to the Administrative Agent (an "OC NoticeRequest"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Eurocurrency Loan proposed to be made under this Section 2.9.1 requested shall be in an amount not less than $5,000,000, or a greater amount which is and shall be in an integral multiple of $1,000,000, or the equivalent 500,000 in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofexcess thereof. Each OC Notice requesting Request shall be in writing (or by confirmed electronic communication or by telephone confirmed in writing) and shall specify (in addition to compliance with the requirements of a Revolving Credit Loan in an Request pursuant to Section 2.3(a)): (i) the Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Eurocurrency Loan is requested to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, made and (e) the Borrower's account with the Agent, orii), in the case of an Optional Currency which is the legal tender of a country in which the Administrative Agent has no office, the Company's account with another a depository specified by the Borrower in such country, country to which payment of the proceeds of such Revolving Credit Eurocurrency Loan is requested to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second (2nd) Business Day preceding the first day of any Interest Period for which an OC Notice Request has been delivered requesting a Revolving Credit Eurocurrency Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency requested is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the requested Revolving Credit Loan in such Optional Currency, then such Bank shall so notify the Administrative Agent, which notification shall be given immediately by the Administrative Agent to the BorrowerCompany, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower the Company or any other provisions hereof, be denominated in Dollars as a Base Prime Rate Loan unless the Domestic BorrowerCompany, on the second one (1) Business Day prior to the commencement of the such Interest Period and pursuant to by notice complying with the terms requirements of Section 2.6 hereof 2.3(a) hereof, elects to have such Bank's Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower Company repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Prime Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof 2.7 and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment PercentagesPercentages of the Banks, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower Company to the Administrative Agent for the respective accounts of such Banks other than such the Bank which did not advance the Optional Currency on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 and 13Section 6, each Revolving Credit Loan requested to be made in an Optional Currency will shall be made on the date specified therefor in the OC Noticerelated Loan Request, in the currency requested in the related OC Notice Request and, upon being so made, will have the Interest Period requested in the OC Noticerelated Loan Request.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.12.1., any Foreign Borrower may, upon at least three (3) Business Days' notice to the Administrative Agent (an "OC NoticeNOTICE"), request that one or more Revolving Credit Loans be made as in Pounds Sterling or Euros, PROVIDED that any Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section 2.9.1 2.10.1 shall be in an -54- amount not less than the Pounds Sterling Equivalent or Euro Equivalent, as applicable, of $5,000,0001,000,000, or a greater amount which is an integral multiple of $1,000,000, or the equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereof100,000. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency Pounds Sterling or Euros, as the case may be, shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the applicable Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit, (c) the requested currency in which the Revolving Credit Loan is to be made, and (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Fronting Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding dateDrawdown Date, any Bank determines (which determination shall be conclusive) that the Optional Currency Pounds Sterling or Euros, as requested, is not freely transferable and convertible into Dollars or that it will be impracticable for such the Fronting Bank to fund the Revolving Credit Loan in such Optional Currencycurrency, then such the Fronting Bank shall immediately so notify the Administrative Agent, which notification shall be given immediately by the Administrative Agent to the applicable Foreign Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall instead be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic Borrower, on the second Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basisDollars. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 Section 10 (in the case of such Revolving Credit Loans to be made on the Closing Date) and 13Section 11, each Revolving Credit Loan requested to be made in an Optional Currency Pounds Sterling or Euros, as applicable, will be made on the date Drawdown Date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice. With respect to borrowings under any Overdraft Facility, the prior notice requirements may be waived by the Fronting Bank.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1.2.1, any Borrower may, the Company may upon at least not less than three (3) Business Days' notice to the Administrative Agent (an "OC NoticeRequest"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Eurocurrency Loan proposed to be made under this Section 2.9.1 requested shall be in an amount not less than $5,000,000, or a greater amount which is and shall be in an integral multiple of $1,000,000, or the equivalent 500,000 in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofexcess thereof. Each OC Notice requesting Request shall be in writing (or by confirmed electronic communication or by telephone confirmed in writing) and shall specify (in addition to compliance with the requirements of a Revolving Credit Loan in an Request pursuant to Section 2.3(a)): (i) the Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Eurocurrency Loan is requested to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, made and (e) the Borrower's account with the Agent, orii), in the case of an Optional Currency which is the legal tender of a country in which the Administrative Agent has no office, the Company's account with another a depository specified by the Borrower in such country, country to which payment of the proceeds of such Revolving Credit Eurocurrency Loan is requested to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second (2nd) Business Day preceding the first day of any Interest Period for which an OC Notice Request has been delivered requesting a Revolving Credit Eurocurrency Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency requested is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the requested Revolving Credit Loan in such Optional Currency, then such Bank shall so notify the Administrative Agent, which notification shall be given immediately by the Administrative Agent to the BorrowerCompany, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower the Company or any other provisions hereof, be denominated in Dollars as a Base Prime Rate Loan unless the Domestic BorrowerCompany, on the second one (1) Business Day prior to the commencement of the such Interest Period and pursuant to by notice complying with the terms requirements of Section 2.6 hereof 2.3(a) hereof, elects to have such Bank's Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower Company repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 and 13, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.as

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1.ss.2.1, any Revolver Borrower may, upon at least three (3) Business Days' notice to the Agent (an "OC Notice"), request that one or more Revolving Credit Loans (other than a Revolving Credit Loan constituting an advance on the Overdraft Facility) be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section 2.9.1 ss.2.9.1 shall be in an amount not less than $5,000,000500,000, or a greater amount which is an integral multiple of $1,000,000100,000, or the equivalent Equivalent Dollar in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the requesting Revolver Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Loan is to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the such Revolver Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the such Revolver Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the Revolving Credit Loan in such Optional Currency, then such Bank shall so notify Agent, which notification shall be given immediately by the Agent to the applicable Revolver Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Revolver Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic such Revolver Borrower, on the second one Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof ss.2.6 hereof, elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the such Revolver Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 ss.3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the such Revolver Borrower to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 ss.ss.13 and 1314, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1.2.01, any the Borrower may, may upon at least not less than three (3) Business Days' notice to the Agent (an "OC Notice")Administrative Agent, request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, Currency (an "OC Request"); provided that (a) any Revolving Credit Eurocurrency Loan proposed to be made under this Section 2.9.1 requested shall be in an amount not less than $5,000,000, or a greater amount which is and shall be in an integral multiple of $1,000,000, or the equivalent 500,000 in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofexcess thereof. Each OC Notice requesting Request shall be in writing (or by confirmed electronic communication or by telephone confirmed in writing) and shall specify (in addition to compliance with the requirements of a Revolving Credit Loan in an Borrowing Request pursuant to Section 2.03): (i) the Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Eurocurrency Loan is requested to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, made and (eii) the Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Administrative Agent has no office, the Borrower's account with another a depository specified by the Borrower in such country, country to which payment of the proceeds of such Revolving Credit Eurocurrency Loan is requested to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any BankLender, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice Request has been delivered requesting a Revolving Credit Eurocurrency Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency requested is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank Lender to fund the requested Revolving Credit Loan in such Optional Currency, then such Bank Lender shall so notify the Administrative Agent, which notification shall be given immediately by the Administrative Agent to the Borrower, and (a) as to any Foreign Borrower, such BankLender's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic the Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate an ABR Loan unless the Domestic Borrower, on the second one Business Day prior to the commencement of the such Interest Period and pursuant to by notice complying with the terms requirements of Section 2.6 hereof 2.03 hereof, elects to have such Lender's Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate an ABR Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof 2.01 and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment PercentagesRevolving Credit Exposure of the Lenders, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank Lender did not advance shall be made by the Borrower to the Administrative Agent for the respective accounts of such Banks Lenders other than such Bank the Lender which did not advance the Optional Currency on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 and 13Article IV, each Revolving Credit Loan requested to be made in an Optional Currency will shall be made on the date specified therefor in the OC Noticerelated Borrowing Request, in the currency requested in the related OC Notice Request and, upon being so made, will have the Interest Period requested in the OC Noticerelated Borrowing Request.

Request for Optional Currency. Subject to the ----------------------------- limitations set forth in Section 2.1.1.(S)4.1, any Borrower Samsonite Europe may, upon at least three (3) Business Days' notice to the Foreign Agent (an "OC Optional Currency Notice"), request that one or more Revolving Credit Multicurrency Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit -------- Multicurrency Loan proposed to be made under this Section 2.9.1 (S)4.11.1 shall be in an amount not less than $5,000,0003,000,000, or a greater amount which is an integral multiple of $1,000,000500,000, or the equivalent Dollar Equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Optional Currency Notice requesting a Revolving Credit Multicurrency Loan in an Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the BorrowerSamsonite Europe), specifying (a) the Revolving Credit Multicurrency Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingBorrowing, (c) the requested currency Optional Currency in which the Revolving Credit Multicurrency Loan is to be made, and (d) the initial Interest Period for the Revolving Credit Multicurrency Loan to be borrowed, and (e) the Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to Multicurrency Lender or the Parent and Fronting Bank, as the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bankcase may be, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding dateDrawdown Date, any Bank determines (which determination shall be conclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank Multicurrency Lender or the Fronting Bank, as the case may be, to fund the Revolving Credit Multicurrency Loan in such Optional Currency, then such Bank Multicurrency Lender or Fronting Bank, as the case may be, shall immediately so notify the Foreign Agent, which notification shall be given immediately by the Foreign Agent to the BorrowerSamsonite Europe, and (a) as to any Foreign Borrower, such Multicurrency Lender's or Fronting Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic Borrower, on the second Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loanportion, as the case may be, of the requested Revolving Multicurrency Loan shall instead be denominated in Dollars. In the event that Samsonite Europe repays such portion of a Revolving Multicurrency Loan denominated in Dollars in accordance with Section 3.3 (S)4.12 hereof and such repayment repayment, and the fluctuation of currency exchange rates, results in Revolving Credit Multicurrency Loans being then outstanding that are not in Dollar Equivalent amounts held pro rata in accordance with the Revolving Multicurrency Commitment --- ---- Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Multicurrency Lender or Fronting Bank did not advance shall be made by the Borrower Samsonite Europe to the Foreign Agent for the respective accounts of such Banks Multicurrency Lenders other than such Bank Multicurrency Lender on a pro rata basis until --- ---- such time as the Revolving Credit Multicurrency Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of --- ---- the terms and conditions of Sections 12 (S)12 (in the case of such Loans to be made on the Closing Date) and 13(S)13, each Revolving Credit Multicurrency Loan requested to be made in an Optional Currency will be made on the date Drawdown Date specified therefor in the OC Optional Currency Notice, in the currency requested in the OC Optional Currency Notice and, upon being so made, will have the Interest Period requested in the OC Optional Currency Notice.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.12.1., any Borrower may, upon at least three (3) Business Days' notice to the Agent (an "OC Notice"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section 2.9.1 shall be in an amount not less than $5,000,000, or a greater amount which is an integral multiple of $1,000,0002,000,000, or the equivalent Dollar Equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the applicable Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit Loan, (c) the requested currency Optional Currency in which the Revolving Credit Loan is to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the Borrower's account with the Agent, or, in the case (and all necessary funding information pertaining thereto) of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such the Revolving Credit Loan is are to be madedisbursed. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any BankAgent, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding dateDrawdown Date, any Bank determines (which determination shall be conclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund no longer meets the Revolving Credit Loan criteria set forth in such the definition of "Optional Currency", then such Bank shall so notify Agent, which notification shall be given immediately by the Agent to the applicable Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall instead be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic Borrower, on the second Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basisDollars. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections Section 12 (in the case of such Revolving Credit Loans to be made on the Closing Date) and Section 13, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date Drawdown Date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1.section 2.1, any Borrower the Company and/or Hasbro SA may, upon at least not later than 10:00 A.M. (Boston time) three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Agent (an "OC Notice"), request ) requesting that one or more Revolving Credit Syndicated Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Syndicated Loan proposed to be made under this Section 2.9.1 section 2.12 shall be in an amount not less than $5,000,000EUR5,000,000 or GBP3,000,000, or a greater amount which is an integral a multiple of $1,000,000, or the equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction 1,000,000 in accordance with Section 2.2(b) hereofexcess thereof in the requested Optional Currency. Each OC Notice requesting a Revolving Credit Syndicated Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the BorrowerCompany or, solely in the case of Hasbro SA Loans, Hasbro SA,), specifying (a) the Revolving Credit amount of the Syndicated Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency Optional Currency in which the Revolving Credit Syndicated Loan is to be made, (d) the initial Interest Period for the Revolving Credit Syndicated Loan to be borrowed, and (e) the BorrowerCompany's or, solely in the case of Hasbro SA Loans, Hasbro SA's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Syndicated Loan is to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Syndicated Loan in an Optional Currency or on any funding date, any Bank reasonably determines (which determination shall be conclusiveconclusive absent manifest error) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable impractical for such Bank to fund the Revolving Credit Syndicated Loan in such Optional Currency, then such Bank shall so notify the Agent, which notification shall be given immediately by the Agent to the BorrowerCompany or, solely in the case of Hasbro SA Loans, Hasbro SA, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Syndicated Loan shall, in each case, notwithstanding any contrary election by such Domestic Borrower the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, be denominated in Dollars as a Base Eurocurrency Rate Loan unless with the Domestic Borrower, on the second Business Day prior to the commencement of the same Interest Period and pursuant to as selected by the terms Company or, solely in the case of Section 2.6 hereof elects to have Hasbro SA Loans, Hasbro SA for such Revolving Credit Loan. The Company or, solely in the case of Hasbro SA Loans, Hasbro SA may repay such portion of a Syndicated Loan denominated in Dollars as a Eurocurrency Rate Loan at any time without premium or penalty, subject to any other indemnity under section 4.7, provided that, any Bank that has failed to provide the relevant Optional Currency shall not be entitled to such indemnity in connection with such Loan. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Syndicated Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower Company, or solely in the case of Hasbro SA Loans, Hasbro SA to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Syndicated Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections sections 12 and 13, each Revolving Credit Syndicated Loan requested to be made in an Optional Currency will be made on the date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1.ss.2.1, any the Borrower may, upon at least three (3) Business Days' notice to the Agent in substantially the form of Exhibit F hereto (an "OC Notice"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section 2.9.1 ss.2.9.1 shall be in an amount not less than $5,000,000500,000, or a greater amount which is an integral multiple of $1,000,000100,000, or the equivalent Dollar Equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Borrower), specifying specifying (a) the amount of the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Loan is to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the Revolving Credit Loan in such Optional Currency, then such Bank shall so notify Agent, which notification shall be given immediately by the Agent to the Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic the Borrower or any other provisions hereof, be denominated in Dollars as a Base Prime Rate Loan unless the Domestic Borrower, on the second one Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof ss.2.6, elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 ss.ss.12 and 13, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice. Notwithstanding anything to the contrary contained herein, the aggregate outstanding amount of all Revolving Credit Loans denominated in an Optional Currency shall not exceed the Dollar Equivalent of $15,000,000 at any time.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1.§2.1, any the Borrower may, upon at least three (3) Business Days' ’ notice to the Agent in substantially the form of Exhibit F hereto (an "“OC Notice"”), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section §2.9.1 shall be in an amount not less than $5,000,000500,000, or a greater amount which is an integral multiple of $1,000,000100,000, or the equivalent Dollar Equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Borrower), specifying (a) the amount of the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Loan is to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the Borrower's ’s account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the Revolving Credit Loan in such Optional Currency, then such Bank shall so notify Agent, which notification shall be given immediately by the Agent to the Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's ’s portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic the Borrower or any other provisions hereof, be denominated in Dollars as a Base Prime Rate Loan unless the Domestic Borrower, on the second one Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof §2.6, elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower to the Agent for the respective accounts of such Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections §§12 and 13, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice. Notwithstanding anything to the contrary contained herein, the aggregate outstanding amount of all Revolving Credit Loans denominated in an Optional Currency shall not exceed the Dollar Equivalent of $15,000,000 at any time.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1ss.2.1., any Subsidiary Borrower may, upon at least three (3) Business Days' notice to the Agent (an "OC Notice"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section ss. 2.9.1 shall be in an amount not less than $5,000,000250,000, or a greater amount which is an integral multiple of $1,000,000100,000, or the equivalent Dollar Equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the applicable Subsidiary Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit, (c) the requested currency Optional Currency in which the Revolving Credit Loan is to be made, and (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the Borrower's account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding dateDrawdown Date, any Bank determines (which determination shall be conclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the Revolving Credit Loan in such Optional Currency, then such Bank shall immediately so notify the Agent, which notification shall be given immediately by the Agent to the applicable Subsidiary Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall instead be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic Borrower, on the second Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate LoanDollars. In the event that the applicable Subsidiary Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 ss.3 hereof and such repayment repayment, and the fluctuation of currency exchange rates, results in Revolving Credit Loans being then outstanding that are not in Dollar Equivalent amounts held pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the applicable Subsidiary Borrower to the Agent for the respective accounts of such the Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 ss.11 (in the case of such Revolving Credit Loans to be made on the Closing Date) and 13ss.12, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date Drawdown Date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.1.ss. 2.1, any Borrower the Borrowers may, upon at least three not later than 10:00 a.m. four (34) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Administrative Agent (an "OC Notice"), request ) requesting that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section 2.9.1 ss. 2.10 shall be in an amount not less than the Optional Currency equivalent of $5,000,000, or a greater amount which is an integral a multiple of $1,000,000, or 1,000,000 in excess thereof in the equivalent in an requested Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the BorrowerBorrowers), specifying (a) the amount of the Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested currency in which the Revolving Credit Loan is to be made, (d) the initial Interest Period for the Revolving Credit Loan to be borrowed, and (e) the Borrower's or Borrowers' account with the Agent, or, in the case of an Optional Currency which is the legal tender of a country in which the Administrative Agent has no office, with another depository specified by the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be made. Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Lenders thereof. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, Lender on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding date, any Bank determines (which determination shall be conclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank Lender to fund the Revolving Credit Loan in such Optional Currency, then such Bank Lender shall so notify the Administrative Agent, which notification shall be given immediately by the Administrative Agent to the Borrowerapplicable Borrower or, as the case may be, Borrowers, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such BankLender's portion of the requested Revolving Credit Loan shall, in each case, notwithstanding any contrary election by such Domestic the applicable Borrower or, as the case may be, Borrowers or any other provisions hereof, be denominated in Dollars as a Base Eurocurrency Rate Loan unless with the Domestic Borrower, on the second Business Day prior to the commencement of the same Interest Period and pursuant to as selected by the terms of Section 2.6 hereof elects to have applicable Borrower or, as the case may be, Borrowers for such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan. In the event that the Borrower repays Borrowers repay such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 hereof and such repayment results in Revolving Credit Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank Lender did not advance shall be made by the applicable Borrower or, as the case may be, Borrowers to the Administrative Agent for the respective accounts of such Banks -48- Lenders other than such Bank Lender on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 ss. 11 and 1312, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.

Request for Optional Currency. Subject to the limitations set forth in Section 2.1.12.1., any the Borrower may, upon at least three (3) Business Days' notice to the Agent (an "OC Notice"), request that one or more Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Revolving Credit Loan proposed to be made under this Section 2.9.1 shall be in an amount not less than $5,000,0001,000,000, or a greater amount which is an integral multiple of $1,000,000500,000 in excess thereof, or the equivalent Dollar Equivalent in an Optional Currency and (b) the aggregate principal amount outstanding at any one time of Revolving Credit Loans denominated in Optional Currencies shall not exceed the equivalent of $100,000,000, subject to reduction in accordance with Section 2.2(b) hereofCurrency. Each OC Notice requesting a Revolving Credit Loan in an Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the Borrower), specifying (a) the Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit Loan, (c) the requested currency Optional Currency in which the Revolving Credit Loan is to be made, and (d) the initial Interest Period for the Revolving Credit Loan to be borrowed. To the extent the Agent receives such notice by 11:00 a.m. (Boston time) on any day, and (e) it shall provide the Borrower's account Banks with the Agentnotice on such date, or, in the case of an Optional Currency which is the legal tender of a country in which if the Agent has no officereceives notice after 11:00 a.m. (Boston time), it shall provide the Banks with another depository specified by notice on the Borrower in such country, to which payment of the proceeds of such Revolving Credit Loan is to be madenext Business Day. If any Bank has provided notice to the Parent and the Agent prior to the Closing Date of its election not to fund in any Optional Currencies until further notice, or if any Bank, on or prior to the second Business Day preceding the first day of any Interest Period for which an OC Notice has been delivered requesting a Revolving Credit Loan in an Optional Currency or on any funding dateDrawdown Date, any Bank determines (which determination shall be conclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impracticable for such Bank to fund the Revolving Credit Loan in such Optional Currency, then such Bank shall immediately so notify the Agent, which notification shall be given immediately by the Agent to the Borrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Revolving Credit Loan shall instead be denominated in Dollars as a Eurocurrency Rate Loan; and (b) as to any Domestic Borrower, such Bank's portion of the requested Revolving Credit Loan shall, notwithstanding any contrary election by such Domestic Borrower or any other provisions hereof, be denominated in Dollars as a Base Rate Loan unless the Domestic Borrower, on the second Business Day prior to the commencement of the Interest Period and pursuant to the terms of Section 2.6 hereof elects to have such Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate LoanDollars. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Dollars as a Base Rate Loan or a Eurocurrency Rate Loan, as the case may be, in accordance with Section 3.3 3 hereof and such repayment repayment, and the fluctuation of currency exchange rates, results in Revolving Credit Loans being then outstanding that are not in Dollar Equivalent amounts held pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank did not advance shall be made by the Borrower to the Agent for the respective accounts of such the Banks other than such Bank on a pro rata basis until such time as the Revolving Credit Loans are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of Sections 12 Section 11 (in the case of such Revolving Credit Loans to be made on the Closing Date) and 13Section 12, each Revolving Credit Loan requested to be made in an Optional Currency will be made on the date Drawdown Date specified therefor in the OC Notice, in the currency requested in the OC Notice and, upon being so made, will have the Interest Period requested in the OC Notice.