Common use of Request for Optional Currency Clause in Contracts

Request for Optional Currency. Subject to the limitations set forth in section 2.1, the Company and/or Hasbro SA may, 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") requesting that one or more Syndicated Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Loan proposed to be made under this section 2.12 shall be in an amount not less than EUR5,000,000 or GBP3,000,000, or a greater amount which is a multiple of the Optional Currency equivalent of $1,000,000 in excess thereof in the requested Optional Currency. Each OC Notice requesting a Syndicated Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,), specifying (a) the amount of the Syndicated Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency in which the Syndicated Loan is to be made, (d) the initial Interest Period for the Syndicated Loan to be borrowed, and (e) the Company's or, solely in the case of Hasbro SA Loans, Hasbro SA's account with the Agent to which payment of the proceeds of such 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 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 Syndicated Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest error) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical for such Bank to fund the 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SA, and such Bank's portion of the requested Syndicated Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company or, solely in the case of 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 such repayment results in 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 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 Syndicated 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 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 2.1ss.2.1, the Company and/or Hasbro SA Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Agent in substantially the form of Exhibit F hereto (an "OC Notice") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 ss.2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$500,000, or a greater amount which is a an integral multiple of $100,000, or the Optional Currency equivalent of $1,000,000 Dollar Equivalent in excess thereof in the requested an Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency currency in which the Syndicated Revolving Credit Loan is to be made, (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the CompanyBorrower's account with the Agent, or, solely in the case of Hasbro SA Loans, Hasbro SA's account with 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 Syndicated Revolving Credit Loan is to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. If any Bank 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 Syndicated Revolving Credit Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated Revolving Credit Loan in such Optional Currency, then such Bank shall so notify the Agent, which notification shall be given immediately by the Agent to the Company or, solely in the case of Hasbro SA Loans, Hasbro SABorrower, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, Borrower or any other provisions hereof, be denominated in Dollars as a Eurocurrency Prime Rate Loan with unless the same Borrower, one Business Day prior to the commencement of the Interest Period as selected by and pursuant to the Company orterms of ss.2.6, solely in the case of Hasbro SA Loans, Hasbro SA for elects to have 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 such repayment results in 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 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 Syndicated 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 Syndicated 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 2.1ss.2.1, the Company and/or Hasbro SA any Revolver Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Agent (an "OC Notice") requesting ), request that one or more Syndicated 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 any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 ss.2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$500,000, or a greater amount which is a an integral multiple of $100,000, or the Optional Currency equivalent of $1,000,000 Equivalent Dollar in excess thereof in the requested an Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,requesting Revolver Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency currency in which the Syndicated Revolving Credit Loan is to be made, (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) such Revolver Borrower's account with the Company's Agent, or, solely in the case of Hasbro SA Loans, Hasbro SA's account with an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by such Revolver Borrower in such country, to which payment of the proceeds of such Syndicated Revolving Credit Loan is to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. If any Bank 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 Syndicated Revolving Credit Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated Revolving Credit Loan in such Optional Currency, then such Bank shall so notify the Agent, which notification shall be given immediately by the Agent to the Company or, solely in the case of Hasbro SA Loans, Hasbro SAapplicable Revolver Borrower, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, such Revolver Borrower or any other provisions hereof, be denominated in Dollars as a Eurocurrency Base Rate Loan with unless such Revolver Borrower, one Business Day prior to the same commencement of the Interest Period as selected by and pursuant to the Company orterms of ss.2.6 hereof, solely in the case of Hasbro SA Loans, Hasbro SA for elects to have 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 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 ss.3.3 hereof and such repayment results in Syndicated 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated 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 Syndicated 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 Section 2.1, the Company and/or Hasbro SA Borrowers may, not later than 10:00 A.M. a.m. four (Boston time) three (34) Business Days' Days prior to the proposed Drawdown Date thereof, give notice to the Administrative Agent (an "OC Notice") requesting that one or more Syndicated Loans (other than Swingline Loans) be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated such Loan proposed to be made under this section 2.12 Section 2.10 shall be in an amount not less than EUR5,000,000 or GBP3,000,000the Optional Currency equivalent of $2,000,000, or a greater amount which is a multiple of the Optional Currency equivalent of $1,000,000 in excess thereof in the requested Optional Currency. Each OC Notice requesting a Syndicated such Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,Borrowers), specifying (a) the amount of the Syndicated such Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency currency in which the Syndicated such Loan is to be made, (d) the initial Interest Period for the Syndicated such Loan to be borrowed, and (e) the CompanyBorrower's or, solely in the case of Hasbro SA Loans, Hasbro SA's or Borrowers' account with the Administrative Agent to which payment of the proceeds of such Syndicated Loan is to be made. Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Banks applicable Lenders thereof. If any Bank applicable 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 Syndicated Revolving Credit Loan or Last Out Revolving Loans in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank Lender to fund the Syndicated such 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 Company applicable Borrower or, solely in as the case of Hasbro SA Loansmay be, Hasbro SABorrowers, and such BankLender's portion of the requested Syndicated Loan shall, in each case, notwithstanding any contrary election by the Company applicable Borrower or, solely in as the case of Hasbro SA Loansmay be, Hasbro SA, Borrowers or any other provisions hereof, be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company applicable Borrower or, solely in as the case of Hasbro SA Loansmay be, Hasbro SA Borrowers for such Revolving Credit Loan. The Company or, solely in In the case of Hasbro SA Loans, Hasbro SA may event that the Borrowers repay such portion of a Syndicated Loan denominated in Dollars as a Eurocurrency Rate Loan at any time without premium or penaltyLoan, 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 accordance with such Loan. In the event that Section 3.3 hereof and such repayment results in Syndicated Loans outstanding that are not pro rata in accordance with the Commitment PercentagesPercentages or Last Out Commitment Percentage, as the case may be, then all subsequent principal repayments denominated in the Optional Currency which the applicable Bank Lender did not advance shall be made by the Companyapplicable Borrower or, or solely in as the case of Hasbro SA Loansmay be, Hasbro SA Borrowers to the Administrative Agent for the respective accounts of such Banks Lenders other than such Bank Lender on a pro rata basis until such time as the Syndicated Revolving Credit Loans or Last Out Revolving Credit Loans, as applicable, are outstanding on a pro rata basis. Subject to the foregoing and to the satisfaction of the terms and conditions of sections 12 Sections 11 and 1312, each 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, the Company and/or Hasbro SA Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give ’ notice to the Agent in substantially the form of Exhibit F hereto (an "“OC Notice") requesting ”), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 §2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$500,000, or a greater amount which is a an integral multiple of $100,000, or the Optional Currency equivalent of $1,000,000 Dollar Equivalent in excess thereof in the requested an Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency currency in which the Syndicated Revolving Credit Loan is to be made, (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the Company's Borrower’s account with the Agent, or, solely in the case of Hasbro SA Loans, Hasbro SA's account with 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 Syndicated Revolving Credit Loan is to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. If any Bank 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 Syndicated Revolving Credit Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated Revolving Credit Loan in such Optional Currency, then such Bank shall so notify the Agent, which notification shall be given immediately by the Agent to the Company or, solely in the case of Hasbro SA Loans, Hasbro SABorrower, and such Bank's ’s portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, Borrower or any other provisions hereof, be denominated in Dollars as a Eurocurrency Prime Rate Loan with unless the same Borrower, one Business Day prior to the commencement of the Interest Period as selected by and pursuant to the Company orterms of §2.6, solely in the case of Hasbro SA Loans, Hasbro SA for elects to have 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 such repayment results in 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 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 Syndicated 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 Syndicated 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 Section 2.1, the Company and/or Hasbro SA may, may upon not later less than 10:00 A.M. (Boston time) three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Administrative Agent (an "OC NoticeRequest") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Eurocurrency Loan proposed to be made under this section 2.12 requested shall be in an amount not less than EUR5,000,000 or GBP3,000,000$5,000,000, or a greater amount which is a and shall be in an integral multiple of the Optional Currency equivalent of $1,000,000 500,000 in excess thereof in the requested Optional Currencythereof. Each OC Notice requesting a Syndicated Loan in an Page 43 Optional Currency Request shall be in writing (or by telephone, telex, telecopy confirmed electronic communication or cable by telephone confirmed in writing) and shall specify (in each case confirmed in writing by addition to compliance with the Company or, solely in the case requirements of Hasbro SA Loans, Hasbro SA,a Loan Request pursuant to Section 2.3(a), specifying ): (ai) the amount of the Syndicated Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency in which the Syndicated Eurocurrency Loan is requested to be made, (d) the initial Interest Period for the Syndicated Loan to be borrowed, made and (e) the Company's orii), solely in the case of Hasbro SA Loansan Optional Currency which is the legal tender of a country in which the Administrative Agent has no office, Hasbro SAthe Company's account with the Agent a depository in such country to which payment of the proceeds of such Syndicated Eurocurrency Loan is requested to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. If any Bank 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 Syndicated Eurocurrency Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency requested is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SACompany, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, be denominated in Dollars as a Eurocurrency Prime Rate Loan unless the Company, one (1) Business Day prior to the commencement of such Interest Period and by notice complying with the same Interest Period as selected by the Company orrequirements of Section 2.3(a) hereof, solely in the case of Hasbro SA Loans, Hasbro SA for elects to have such Bank's 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 Company repays such repayment results in Syndicated Loans outstanding that are not pro rata in accordance with the Commitment Percentages, then all subsequent principal repayments portion of a Revolving Credit Loan denominated in the Optional Currency which the applicable Bank did not advance shall be made by the 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 Syndicated 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 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.Dollars as

Request for Optional Currency. Subject to the limitations set forth in section Section 2.1., the Company and/or Hasbro SA any Foreign Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Administrative Agent (an "OC NoticeNOTICE") requesting ), request that one or more Syndicated Revolving Credit Loans be made as in Pounds Sterling or Euros, PROVIDED that any Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Loan proposed to be made under this section 2.12 Section 2.10.1 shall be in an -54- amount not less than EUR5,000,000 the Pounds Sterling Equivalent or GBP3,000,000Euro Equivalent, as applicable, of $1,000,000, or a greater amount which is a an integral multiple of the Optional Currency equivalent of $1,000,000 in excess thereof in the requested Optional Currency100,000. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SA,applicable Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit, (c) the requested Optional Currency currency in which the Syndicated Revolving Credit Loan is to be made, and (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the Company's or, solely in the case of Hasbro SA Loans, Hasbro SA's account with the Agent to which payment of the proceeds of such 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 the 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 Syndicated Loan in an Optional Currency or on any funding dateDrawdown Date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency Pounds Sterling or Euros, as requested, is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such the Fronting Bank to fund the Syndicated 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SAapplicable Foreign Borrower, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, shall instead be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company or, solely in the case of 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 such repayment results in 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 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 Syndicated 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 Syndicated 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 2.1ss.2.1., the Company and/or Hasbro SA any Subsidiary Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Agent (an "OC Notice") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 ss.2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$250,000, or a greater amount which is a an integral multiple of $100,000, or the Optional Currency equivalent of $1,000,000 Dollar Equivalent in excess thereof in the requested an Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,applicable Subsidiary Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit, (c) the requested Optional Currency in which the Syndicated Revolving Credit Loan is to be made, and (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the Company's or, solely in the case of Hasbro SA Loans, Hasbro SA's account with the Agent to which payment of the proceeds of such 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 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 Syndicated Loan in an Optional Currency or on any funding dateDrawdown Date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SAapplicable Subsidiary Borrower, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, shall instead be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company or, solely in the case of 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 LoanDollars. In the event that the applicable Subsidiary Borrower repays such repayment portion of a Revolving Credit Loan denominated in Dollars in accordance with ss.3 hereof and such repayment, and the fluctuation of currency exchange rates, results in Syndicated 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated 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 Syndicated 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 ss. 2.1, the Company and/or Hasbro SA Borrowers may, not later than 10:00 A.M. a.m. four (Boston time) three (34) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Administrative Agent (an "OC Notice") requesting that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 ss. 2.10 shall be in an amount not less than EUR5,000,000 or GBP3,000,000the Optional Currency equivalent of $5,000,000, or a greater amount which is a multiple of the Optional Currency equivalent of $1,000,000 in excess thereof in the requested Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,Borrowers), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency currency in which the Syndicated Revolving Credit Loan is to be made, (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the CompanyBorrower's or, solely in the case of Hasbro SA Loans, Hasbro SA's or Borrowers' account with the Administrative Agent to which payment of the proceeds of such Syndicated Revolving Credit Loan is to be made. Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Banks Lenders thereof. 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 Syndicated Revolving Credit Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank Lender to fund the Syndicated 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 Company applicable Borrower or, solely in as the case of Hasbro SA Loansmay be, Hasbro SABorrowers, and such BankLender's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company applicable Borrower or, solely in as the case of Hasbro SA Loansmay be, Hasbro SA, Borrowers or any other provisions hereof, be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company applicable Borrower or, solely in as the case of Hasbro SA Loansmay be, Hasbro SA Borrowers for such Revolving Credit Loan. The Company or, solely in In the case of Hasbro SA Loans, Hasbro SA may event that the Borrowers repay such portion of a Syndicated Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan at any time without premium or penaltyLoan, 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 accordance with such Loan. In the event that Section 3.3 hereof and such repayment results in Syndicated 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 Companyapplicable Borrower or, or solely in as the case of Hasbro SA Loansmay be, Hasbro SA 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 Syndicated 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 Syndicated 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(S)4.1, the Company and/or Hasbro SA Samsonite Europe may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Foreign Agent (an "OC Optional Currency Notice") requesting ), request that one or more Syndicated Revolving Multicurrency Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving -------- Multicurrency Loan proposed to be made under this section 2.12 (S)4.11.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$3,000,000, or a greater amount which is a an integral multiple of $500,000, or the Optional Currency equivalent of $1,000,000 Dollar Equivalent in excess thereof in the requested an Optional Currency. Each OC Optional Currency Notice requesting a Syndicated Revolving Multicurrency Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,Samsonite Europe), specifying (a) the amount of the Syndicated Revolving Multicurrency Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingBorrowing, (c) the requested Optional Currency in which the Syndicated Revolving Multicurrency Loan is to be made, and (d) the initial Interest Period for the Syndicated Revolving Multicurrency Loan to be borrowed, and (e) the Company's or, solely in the case of Hasbro SA Loans, Hasbro SA's account with the Agent to which payment of the proceeds of such 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 Multicurrency Lender or the Fronting Bank, as the case 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 Syndicated Loan in an Optional Currency or on any funding dateDrawdown Date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank Multicurrency Lender or the Fronting Bank, as the case may be, to fund the Syndicated Revolving 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SASamsonite Europe, and such Multicurrency Lender's or Fronting Bank's portion portion, as the case may be, of the requested Syndicated Revolving Multicurrency Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, shall instead be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company or, solely in the case of 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 LoanDollars. In the event that Samsonite Europe repays such repayment portion of a Revolving Multicurrency Loan denominated in Dollars in accordance with (S)4.12 hereof and such repayment, and the fluctuation of currency exchange rates, results in Syndicated Revolving 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated Revolving 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 Syndicated Revolving 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 2.1ss.2.1.1, the Company and/or Hasbro SA any Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Agent (an "OC Notice") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 ss.2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$50,000, or a greater amount which is a an integral multiple of $10,000, or the Optional Currency equivalent of $1,000,000 in excess thereof in the requested an Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,requesting Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency currency in which the Syndicated Revolving Credit Loan is to be made, (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) such Borrower's account with the Company's Agent, or, solely in the case of Hasbro SA Loans, Hasbro SA's account with an Optional Currency which is the legal tender of a country in which the Agent has no office, with another depository specified by such Borrower in such country, to which payment of the proceeds of such Syndicated Revolving Credit Loan is to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. If any Bank 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 Syndicated Revolving Credit Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated Revolving Credit Loan in such Optional Currency, then such Bank shall so notify the Agent, which notification shall be given immediately by the Agent to the Company or, solely in the case of Hasbro SA Loans, Hasbro SABorrower, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, such Borrower or any other provisions hereof, be denominated in Dollars as a Eurocurrency Base Rate Loan with unless the same Borrower, one Business Day prior to the commencement of the Interest Period as selected by and pursuant to the Company or, solely in the case terms of Hasbro SA Loans, Hasbro SA for ss.2.6 hereof elects to have 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 such 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 ss.3.3 hereof and such repayment results in Syndicated 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated 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 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.rata

Request for Optional Currency. Subject to the limitations set forth in section Section 2.1, the Company and/or Hasbro SA Borrower may, not later than 10:00 A.M. upon at least five (Boston time) three (35) Business Days' prior 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, give notice to the Agent ) (an "OC Notice") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 Section 2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000E10,000,000, or a greater amount which is a an integral multiple of E1,000,000, or the Optional Currency equivalent of $1,000,000 Euro Equivalent in excess thereof in the requested an Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency currency in which the Syndicated Revolving Credit Loan is to be made, (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the CompanyBorrower's account with the Agent, or, solely in the case of Hasbro SA Loans, Hasbro SA's account with 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 Syndicated Revolving Credit Loan is to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. If any Bank 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 Syndicated Revolving Credit Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency is not freely transferable and convertible into Dollars Euros or that it will be impractical impracticable for such Bank to fund the Syndicated Revolving Credit Loan in such Optional Currency, then such Bank shall so notify the Agent, which notification shall be given immediately by the Agent to the Company or, solely in the case of Hasbro SA Loans, Hasbro SABorrower, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, Borrower or any other provisions hereof, be denominated in Dollars Euros as a Eurocurrency Rate Loan with the same a one month Interest Period as selected by the Company or, solely in the case of 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 LoanPeriod. In the event that the Borrower repays such portion of a Revolving Credit Loan denominated in Euros as a Eurocurrency Rate Loan, in accordance with Section 3.3 hereof and such repayment results in Syndicated 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated 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 Sections 11 and 1312, each Syndicated 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 Section 2.1., the Company and/or Hasbro SA any Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Agent (an "OC Notice") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 Section 2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$5,000,000, or a greater amount which is a an integral multiple of $2,000,000, or the Optional Currency equivalent of $1,000,000 Dollar Equivalent in excess thereof in the requested an Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,applicable Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit Loan, (c) the requested Optional Currency in which the Syndicated Revolving Credit Loan is to be made, (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the Company's or, solely in account (and all necessary funding information pertaining thereto) of the case of Hasbro SA Loans, Hasbro SA's account with the Agent Borrower to which payment of the proceeds of such Syndicated the Revolving Credit Loan is are to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereofdisbursed. If any Bank the Agent, 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 Syndicated Loan in an Optional Currency or on any funding dateDrawdown Date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical for such Bank to fund no longer meets the Syndicated Loan criteria set forth in such the definition of "Optional Currency", then such Bank shall so notify the Agent, which notification shall be given immediately by the Agent to the Company or, solely in the case of Hasbro SA Loans, Hasbro SAapplicable Borrower, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, shall instead be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company or, solely in the case of 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 such repayment results in 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 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 Syndicated 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 Syndicated 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 2.1Section 2.1.1., the Company and/or Hasbro SA any Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Agent (an "OC Notice") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that (a) any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 Section 2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$5,000,000, or a greater amount which is a 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 $1,000,000 100,000,000, subject to reduction in excess thereof in the requested Optional Currencyaccordance with Section 2.2(b) hereof. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency currency in which the Syndicated Revolving Credit Loan is to be made, (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the CompanyBorrower's account with the Agent, or, solely in the case of Hasbro SA Loans, Hasbro SA's account with 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 Syndicated Revolving Credit 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 Syndicated Revolving Credit Loan in an Optional Currency or on any funding date, reasonably any Bank determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated Revolving Credit Loan in such Optional Currency, then such Bank shall so notify the Agent, which notification shall be given immediately by the Agent to the Company or, solely in the case of Hasbro SA Loans, Hasbro SABorrower, and (a) as to any Foreign Borrower, such Bank's portion of the requested Syndicated 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, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, such Domestic Borrower or any other provisions hereof, be denominated in Dollars as a Eurocurrency Base Rate Loan with unless the same Domestic Borrower, on the second Business Day prior to the commencement of the Interest Period as selected by and pursuant to the Company or, solely in the case terms of Hasbro SA Loans, Hasbro SA for Section 2.6 hereof elects to have 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 Syndicated 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated 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 Sections 12 and 13, each Syndicated 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 2.1ss.2.1., the Company and/or Hasbro SA any Subsidiary Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Agent (an "OC Notice") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 ss.2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$250,000, or a greater amount which is a an integral multiple of $100,000, or the Optional Currency equivalent of $1,000,000 Dollar Equivalent in excess thereof in the requested an Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,applicable Subsidiary Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit, (c) the requested Optional Currency in which the Syndicated Revolving Credit Loan is to be made, and (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the Company's or, solely in the case of Hasbro SA Loans, Hasbro SA's account with the Agent to which payment of the proceeds of such 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 the 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 Syndicated Loan in an Optional Currency or on any funding dateDrawdown Date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SAapplicable Subsidiary Borrower, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, shall instead be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company or, solely in the case of 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 LoanDollars. In the event that the applicable Subsidiary Borrower repays such repayment portion of a Revolving Credit Loan denominated in Dollars in accordance with ss.3 hereof and such repayment, and the fluctuation of currency exchange rates, results in Syndicated 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated 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 Syndicated 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 Section 2.1., the Company and/or Hasbro SA Borrower may, not later than 10:00 A.M. (Boston time) upon at least three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Agent (an "OC Notice") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 Section 2.9.1 shall be in an amount not less than EUR5,000,000 or GBP3,000,000$1,000,000, or a greater amount which is a an integral multiple of the Optional Currency equivalent of $1,000,000 500,000 in excess thereof thereof, or the Dollar Equivalent in the requested an Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy written notice (or cable (in each case telephonic notice confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,Borrower), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date Drawdown Date of the proposed borrowingborrowing of such Revolving Credit Loan, (c) the requested Optional Currency in which the Syndicated Revolving Credit Loan is to be made, and (d) the initial Interest Period for the Syndicated 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 Company's Banks with notice on such date, or, solely in the case of Hasbro SA Loans, Hasbro SA's account with if the Agent to which payment of the proceeds of such Syndicated Loan is to be made. Promptly upon receipt of any such noticereceives notice after 11:00 a.m. (Boston time), the Agent it shall notify each of provide the Banks thereofwith notice on the next Business Day. If any Bank 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 Syndicated Loan in an Optional Currency or on any funding dateDrawdown Date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the requested Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SABorrower, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, shall instead be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company or, solely in the case of 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 LoanDollars. In the event that the Borrower repays such repayment portion of a Revolving Credit Loan denominated in Dollars in accordance with Section 3 hereof and such repayment, and the fluctuation of currency exchange rates, results in Syndicated 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated 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 Syndicated 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 Section 2.1, the Company and/or Hasbro SA Borrowers may, not later than 10:00 A.M. a.m. four (Boston time) three (34) Business Days' Days prior to the proposed Drawdown Date thereof, give notice to the Administrative Agent (an "OC Notice") requesting that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Revolving Credit Loan proposed to be made under this section 2.12 Section 2.10 shall be in an amount not less than EUR5,000,000 or GBP3,000,000the Optional Currency equivalent of $2,000,000, or a greater amount which is a multiple of the Optional Currency equivalent of $1,000,000 in excess thereof in the requested Optional Currency. Each OC Notice requesting a Syndicated Revolving Credit Loan in an Page 43 Optional Currency shall be by telephone, telex, telecopy or cable (in each case confirmed in writing by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA,Borrowers), specifying (a) the amount of the Syndicated Revolving Credit Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency currency in which the Syndicated Revolving Credit Loan is to be made, (d) the initial Interest Period for the Syndicated Revolving Credit Loan to be borrowed, and (e) the CompanyBorrower's or, solely in the case of Hasbro SA Loans, Hasbro SA's or Borrowers' account with the Administrative Agent to which payment of the proceeds of such Syndicated Revolving Credit Loan is to be made. Promptly upon receipt of any such notice, the Administrative Agent shall notify each of the Banks Lenders thereof. 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 Syndicated Revolving Credit Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank Lender to fund the Syndicated 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 Company applicable Borrower or, solely in as the case of Hasbro SA Loansmay be, Hasbro SABorrowers, and such BankLender's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company applicable Borrower or, solely in as the case of Hasbro SA Loansmay be, Hasbro SA, Borrowers or any other provisions hereof, be denominated in Dollars as a Eurocurrency Rate Loan with the same Interest Period as selected by the Company applicable Borrower or, solely in as the case of Hasbro SA Loansmay be, Hasbro SA Borrowers for such Revolving Credit Loan. The Company or, solely in In the case of Hasbro SA Loans, Hasbro SA may event that the Borrowers repay such portion of a Syndicated Revolving Credit Loan denominated in Dollars as a Eurocurrency Rate Loan at any time without premium or penaltyLoan, 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 accordance with such Loan. In the event that Section 3.3 hereof and such repayment results in Syndicated 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 Companyapplicable Borrower or, or solely in as the case of Hasbro SA Loansmay be, Hasbro SA Borrowers to the Administrative Agent for the respective accounts of such Banks Lenders other than such Bank Lender on a pro rata basis until such time as the Syndicated 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 Sections 11 and 1312, each Syndicated 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 Section 2.1, the Company and/or Hasbro SA may, may upon not later less than 10:00 A.M. (Boston time) three (3) Business Days' prior to the proposed Drawdown Date thereof, give notice to the Administrative Agent (an "OC NoticeRequest") requesting ), request that one or more Syndicated Revolving Credit Loans be made as Eurocurrency Rate Loans in an Optional Currency, provided that any Syndicated Eurocurrency Loan proposed to be made under this section 2.12 requested shall be in an amount not less than EUR5,000,000 or GBP3,000,000$5,000,000, or a greater amount which is a and shall be in an integral multiple of the Optional Currency equivalent of $1,000,000 500,000 in excess thereof in the requested Optional Currencythereof. Each OC Notice requesting a Syndicated Loan in an Page 43 Optional Currency Request shall be in writing (or by telephone, telex, telecopy confirmed electronic communication or cable by telephone confirmed in writing) and shall specify (in each case confirmed in writing by addition to compliance with the Company or, solely in the case requirements of Hasbro SA Loans, Hasbro SA,a Loan Request pursuant to Section 2.3(a), specifying ): (ai) the amount of the Syndicated Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency in which the Syndicated Eurocurrency Loan is requested to be made, (d) the initial Interest Period for the Syndicated Loan to be borrowed, made and (e) the Company's orii), solely in the case of Hasbro SA Loansan Optional Currency which is the legal tender of a country in which the Administrative Agent has no office, Hasbro SAthe Company's account with the Agent a depository in such country to which payment of the proceeds of such Syndicated Eurocurrency Loan is requested to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. If any Bank 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 Syndicated Eurocurrency Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency requested is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank to fund the Syndicated 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SACompany, and such Bank's portion of the requested Syndicated Revolving Credit Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, or any other provisions hereof, be denominated in Dollars as a Eurocurrency Prime Rate Loan unless the Company, one (1) Business Day prior to the commencement of such Interest Period and by notice complying with the same Interest Period as selected by the Company orrequirements of Section 2.3(a) hereof, solely in the case of Hasbro SA Loans, Hasbro SA for elects to have such Bank's 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 Company repays such portion of a Revolving Credit Loan denominated in Dollars as a Prime Rate Loan or a Eurocurrency Loan, as the case may be, in accordance with Section 2.7 and such repayment results in Syndicated 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated 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 Syndicated 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 2.1Section 2.01, the Company and/or Hasbro SA may, Borrower may upon not later less 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") requesting Administrative Agent, request that one or more Syndicated Revolving Loans be made as Eurocurrency Rate Loans in an Optional Currency, Currency (an "OC Request"); provided that any Syndicated Eurocurrency Loan proposed to be made under this section 2.12 requested shall be in an amount not less than EUR5,000,000 or GBP3,000,000$5,000,000, or a greater amount which is a and shall be in an integral multiple of the Optional Currency equivalent of $1,000,000 500,000 in excess thereof in the requested Optional Currencythereof. Each OC Notice requesting a Syndicated Loan in an Page 43 Optional Currency Request shall be in writing (or by telephone, telex, telecopy confirmed electronic communication or cable by telephone confirmed in writing) and shall specify (in each case confirmed in writing by addition to compliance with the Company or, solely in the case requirements of Hasbro SA Loans, Hasbro SA,), specifying a Borrowing Request pursuant to Section 2.03): (ai) the amount of the Syndicated Loan to be made, (b) the requested date of the proposed borrowing, (c) the requested Optional Currency in which the Syndicated Eurocurrency Loan is requested to be made, (d) the initial Interest Period for the Syndicated Loan to be borrowed, made and (eii) the Company's or, solely in the case of Hasbro SA Loansan Optional Currency which is the legal tender of a country in which the Administrative Agent has no office, Hasbro SAthe Borrower's account with the Agent a depository in such country to which payment of the proceeds of such Syndicated Eurocurrency Loan is requested to be made. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. 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 Request has been delivered requesting a Syndicated Eurocurrency Loan in an Optional Currency or on any funding date, reasonably determines (which determination shall be conclusive absent manifest errorconclusive) that the Optional Currency requested is not freely transferable and convertible into Dollars or that it will be impractical impracticable for such Bank Lender to fund the Syndicated requested Revolving 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 Company or, solely in the case of Hasbro SA Loans, Hasbro SABorrower, and such BankLender's portion of the requested Syndicated Revolving Loan shall, in each case, notwithstanding any contrary election by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA, Borrower or any other provisions hereof, be denominated in Dollars as a Eurocurrency Rate an ABR Loan unless the Borrower, one Business Day prior to the commencement of such Interest Period and by notice complying with the same Interest Period as selected by the Company orrequirements of Section 2.03 hereof, solely in the case of Hasbro SA Loans, Hasbro SA for elects to have such Lender's 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 Loan denominated in Dollars as an ABR Loan or a Eurocurrency Loan, as the case may be, in accordance with Section 2.01 and such repayment results in Syndicated Revolving 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 Company, or solely in the case of Hasbro SA Loans, Hasbro SA 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 Syndicated Revolving 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 Syndicated Revolving 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.