whether or not the requested Interest Period has been consented to by all the . Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in an amount not less than the Minimum Principal Amount. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify # whether such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued, # the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, # if applicable, the duration of the Interest Period with respect thereto and # the currency of the Committed Loans to be borrowed. If the relevant Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If such Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If such Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
whetherEach Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable written or emailed notice to the Administrative Agent. Each such notice must be received by the Administrative Agent not later than 12:00 noon, New York City time, # three (3) Business Days prior to the requested Interest Period has been consenteddate of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and # one (1) Business Day before the requested date of any Borrowing of or conversion to Base Rate Loans; provided that the notice referred to in sub-clause (i) above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of initial Credit Extensions made on the Closing Date. Each notice by all the .Borrower pursuant to this Section 2.02(a) must be substantially in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in ana minimum principal amount not less than the Minimum Principal Amount. Except as providedof $1,000,000, or a whole multiple of $250,000, in Sections 2.04(c) and 2.05(c), each Committedexcess thereof. Each Borrowing of or conversion to Base Rate Committed Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify # whether suchthe Borrower is requesting a Committed Borrowing, a conversion of CommittedTerm Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued,continued and the Class thereof, # the Type of Committed Loans to be borrowed or to which existing CommittedTerm Loans are to be converted, # if applicable, the duration of the Interest Period with respect thereto and # if applicable, wire instructions and account information for the currency of the Committed Loans to be borrowed.Borrower. If the relevant Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If such Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable CommittedTerm Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency,Loans. Any such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If suchthe Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
whether(1) Except as set forth below in clause (2) below with respect to Revolving Credit Loans that are Eurocurrency Rate Loans and New Term Loans, in each case denominated in a currency other than Dollars, each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon any Borrower’s irrevocable notice to the Administrative Agent; provided that such notice may state that such notice is conditioned upon the receipt of proceeds of any refinancing facilities, the effectiveness of other credit facilities or the consummation of an acquisition or sale, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied. Each such notice must be received by the requested Interest Period has been consentedAdministrative Agent not later than # 12:00 p.m. on the second Business Day prior to the date of the proposed Loans in the case of Eurocurrency Rate Loans or # 11:00 a.m. on the same Business Day of the proposed Loans in the case of Base Rate Loans. The applicable Borrower shall deliver such notice to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by alla Responsible Officer of the .applicable Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in ana principal amount not less than the Minimum Principal Amount.of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections[Section 2.04(03(c) and 2.05(c)], each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,$2,000,000 or a whole multiple of $100,$1,000,000 in excess thereof. Each Committed Loan Notice shall specify # whether such Borrower is requesting a CommittedBorrowing of Term Loans, a Revolving Credit Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued,continued and location of the account to which funds are to be disbursed, # the Type of Committed Loans to be borrowed or to which existing Committed LoansTranche are to be converted, # if such Borrowing is a Revolving Credit Borrowing, whether such Borrowing is in Dollars, Yen, Pounds Sterling or Euro and # if applicable, the duration of the Interest Period with respect thereto and # the currency of the Committed Loans to be borrowed. If the relevant Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars.thereto. If such Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans (other than Loans denominated in an Alternative Currency) shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency,Loans. Any such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If such Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period,Period with respect to a Eurocurrency Rate Loan, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
whether or not the requestedDollars with an Interest Period has been consentedof one month or # with respect to by all the . Each Borrowing of, conversion to or continuation ofany Eurocurrency Rate Loans shall bedenominated in an amount not less thanany Alternative Currency, the Minimum Principal Amount. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify # whether such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued, # the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, # if applicable, the duration of the Interest Period with respect thereto and # the currency of the Committed Loans to be borrowed. If the relevant Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If such Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if suchthe Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable CommittedTranche of Term Loans or Revolving Credit Loans shall be made as, or converted to, Basea Eurocurrency Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed LoansLoan denominated in ansuch Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currencyCurrency with an Interest Period of one month. Any such automatic conversion or continuation pursuant to Base Rate Loansthe immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If suchthe Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period,Period (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans), it will be deemed to have specified an Interest Period of one month. No CommittedIf no currency is specified, the requested Borrowing shall be in Dollars. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted into or continued asto a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.Eurocurrency Rate Loan.
Each Borrowing (other than pursuant to [Sections 2.01(b)(ii) and 2.01(d)(ii)])]), each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by # telephone or # a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 12:00 noon # three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, # four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and # on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Company wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period” (a “Special Interest Period”), the applicable notice must be received by the Administrative Agent not later than 12:00 noon # four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or # five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies for a Special Interest Period, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Special Interest Period is acceptable to all of them. Not later than 12:00 noon, # three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or # four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Company (which notice may be by telephone) whether or not the requested Special Interest Period has been consented to by all the .Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in ana principal amount not less than the Minimum Principal Amount.of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections[Section 2.03(c)] and [Section 2.04(c) and 2.05(c)], each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify # whether such Borrowerthe Company is requesting a CommittedTerm AA-1 Borrowing, a Term BA-2 Borrowing, a Term B-1 Borrowing, a Term B-2 Borrowing, a Revolving Credit Borrowing or a Borrowing of any other Class of Loans, a conversion of CommittedTerm Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued, # the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, # if applicable, the duration of the Interest Period with respect thereto andthereto, # the currency of the CommittedRevolving Credit Loans to be borrowed.borrowed, and # if applicable, the Designated Borrower. If the relevant BorrowerCompany fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the CommittedRevolving Credit Loans so requested shall be made in Dollars. If such Borrowerthe Company fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrowerthe Company fails to give a timely notice requesting a conversion or continuation, then the applicable CommittedTerm Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of CommittedRevolving Credit Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If such Borrowerthe Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committedmonth (except in the case of the initial Interest Period for the Term A-2 Loans and Term B-2 Loans, which shall each be determined in accordance with the definition of Interest Period). Notwithstanding anything to the contrary herein, # a Swing Line Loan may not be converted to a Eurocurrency Rate Loan, # Term Loans shall at all times be maintained in Dollars and # no Revolving Credit Loan may be converted into or continued as a CommittedRevolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such CommittedRevolving Credit Loan and reborrowed in the other currency.
whether or notIf upon the requestedexpiration of any Interest Period applicable to Eurocurrency Rate Loans, the Company has been consentedfailed to by all the . Each Borrowing of, conversiondeliver timely a Notice of Conversion/Continuation selecting a new Interest Period to or continuation ofbe applicable to such Eurocurrency Rate Loans or if any Default or Event of Default shall then exist, the Company shall be in an amount not less than the Minimum Principal Amount. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversiondeemed to have elected to convert such Eurocurrency Rate Loans into Base Rate Committed Loans shall be in a principal amounteffective as of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify # whether such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, # the requestedexpiration date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued, # the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, # if applicable, the duration of thesuch current Interest Period with respect thereto and # the currency of the Committed Loans to be borrowed. If the relevant Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If such Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans;Period; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversionExcept as provided pursuant to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If such Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed[Section 3.05], no Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.
Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by: # telephone or # a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, # four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and # on the requested date of any Borrowing of Base Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., # three (3) Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or # four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrower, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the .Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in ana principal amount not less thanof the Minimum Principal Amount.Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof. Except as provided in Sections[Sections 2.04(03(c) and 2.05(04(c)])], each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice and each telephonic notice shall specify # the applicable Facility and whether suchthe Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, as the case may be, under such Facility, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued, # the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, # if applicable, the duration of the Interest Period with respect theretothereto, and # the currency of the Committed Loans to be borrowed. If the relevant BorrowerCompany fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If suchthe Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if suchthe Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If suchthe Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No CommittedNotwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan. Except as provided pursuant to [Section 2.12(a)], no Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaidrepaid in the original currency of such Committed Loan and reborrowed in the other currency.
Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent; provided that Revolving Credit Loans denominated in an Alternative Currency may not be converted into Base Rate Loans. Each such notice must be in writing and must be received by the Administrative Agent not later than 12:00 p.m. (New York City time) # three Business Days prior to the requested date of any Borrowing of, conversion of Base Rate Loans to, or continuation of, Eurocurrency Rate Loans denominated in Dollars, # four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in any Alternative Currency, # three Business Days prior to the requested date of any conversion of Eurocurrency Rate Loans to Base Rate Loans denominated in Dollars and # one Business Day prior to the requested date of any Borrowing of Base Rate Loans denominated in Dollars; provided, however, that if the Borrower wishes to request Eurocurrency Rate Loans in an Alternative Currency having an Interest Period other than one, two, three or six months in duration (or, with respect to the Interest Period beginning on the Closing Date, an Interest Period ending on December 30, 2016) as provided in the definition of “Interest Period”, the applicable notice from the Borrower must be received by the Administrative Agent not later than 12:00 p.m. (New York City time) five Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m. (New York City time) three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the .Appropriate Lenders. Each notice by the Borrower pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in ana principal amount of not less than the Minimum Principal Amount.# of $1,000,000 or a whole multiple of $1,000,000 in excess thereof if denominated in Dollars, # €1,000,000 or a whole multiple of €1,000,000 in excess thereof if denominated in Euros, or # a Dollar Amount of $1,000,000 or a whole multiple of a Dollar Amount of $1,000,000 in excess thereof if denominated in an Alternative Currency other than Euros. Except as provided in Sections[Sections 2.03(d) and 2.04(c) and 2.05(c)])], each Committed Borrowing ofof, or conversion toto, Base Rate Committed Loans shall be in a principal amount of $500,$1,000,000 or a whole multiple of $100,$1,000,000 in excess thereof. Each Committed Loan Notice shall specify # whether suchthe Borrower is requesting a CommittedTerm Borrowing (and, other than with respect to the Initial Term Loans (which shall be denominated in Dollars), whether such Term Borrowing shall be denominated in Dollars or in Euros), a Revolving Credit Borrowing, a conversion of Committeda Tranche of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued, # in the case of Revolving Credit Loans, the currency in which the Revolving Credit Loans to be borrowed are to be denominated, # the Type of Committed Loans to be borrowed or to which an existing CommittedTranche of Term Loans or Revolving Credit Loans are to be converted, # if applicable, the duration of the Interest Period with respect thereto and # the currencyaccount of the Committed LoansBorrower to be borrowed. Ifcredited with the relevant Borrower failsproceeds of such Borrowing. If, # with respect to specify a currencyany Eurocurrency Rate Loans denominated in a Committed Loan Notice requesting a Borrowing, thenDollars, the Committed Loans so requested shall be made in Dollars. If such Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if suchthe Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable CommittedTranche of Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If such Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.83894470_5
whetherSECTION # Notice and Manner of Conversion or notContinuation of Loans. Provided that no Default or Event of Default has occurred and is then continuing, the requested Interest Period has been consentedBorrower shall have the option to by# convert at any time all the . Each Borrowing of, conversion to or continuationany portion of Eurocurrencyany outstanding Base Rate Loans shall be in an amount not less(other than the Minimum Principal Amount. Except as provided in Sections 2.04(c) and 2.05(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall beSwingline Loans) in a principal amount equal to $5,000,000 or any whole multiple of $500,$1,000,000 in excess thereof into one or more Eurocurrency Rate Loans denominated in Dollars and # upon the expiration of any Interest Period, # convert all or any part of its outstanding Eurocurrency Rate Loans denominated in Dollars in a principal amount equal to $3,000,000 or a whole multiple of $100,$1,000,000 in excess thereof. Each Committed Loan Noticethereof into Base Rate Loans (other than Swingline Loans) or # continue its outstanding Eurocurrency Rate Loans denominated in any applicable currency as Eurocurrency Rate Loans denominated in the same applicable currency. Whenever the Borrower desires to convert or continue Revolving Credit Loans as provided above, the Borrower shall specifygive the Administrative Agent irrevocable prior written notice in the form attached as [Exhibit E] (a "Notice of Conversion/Continuation") not later than # whether such Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to11:00 a.m. three (3) Business Days in the other, or a continuationcase of Eurocurrency Rate Loans,Loans denominated in Dollars or # four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) in the case of a Eurocurrency Rate Loan denominated in Alternative Currencies before the day on which a proposed conversion or continuation of such Loan is to be effective specifying # the requestedRevolving Credit Loans to be converted or continued, and, in the case of any Eurocurrency Rate Loan to be converted or continued, the last day of the Interest Period therefor, # the effective date of the Borrowing,such conversion or continuation, as the case may becontinuation (which shall be a Business Day), # the principal amount of Committedsuch Revolving Credit Loans to be borrowed, converted or continued, # the Type of Committed LoansInterest Period to be borrowedapplicable to such converted or to which existing Committed Loans are to be converted, # if applicable, the duration of the Interest Period with respect theretocontinued Eurocurrency Rate Loan and # the currency of the Committed Loans to be borrowed.in which such Revolving Credit Loan is denominated. If the relevant Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If such Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation,Notice of Conversion/Continuation prior to the end of the Interest Period for any Eurocurrency Rate Loan denominated in Dollars, then the applicable Committed LoansEurocurrency Rate Loan shall be made as, or converted to,to a Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency,Loan. Any such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to a Base Rate LoansLoan shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans.Loan. If the Borrower fails to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any Eurocurrency Rate Loan denominated in an Alternative Currency, such Revolving Credit Loans shall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one month. If the Borrower requests a Borrowing of, conversion to, or continuation ofof, Eurocurrency Rate Loans in any such Committed Loan Notice,Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No CommittedNotwithstanding anything to the contrary herein, no Revolving Credit Loan may be converted into or continued as a CommittedRevolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such CommittedRevolving Credit Loan and reborrowed in the other currency. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of such Notice of Conversion/Continuation.
Section # Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans or Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than # 1:00 p.m. New York City time three Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, # 11:00 a.m. New York City time two Business Days prior to the requested date of any Borrowing or continuation of Term SOFR Loans or any conversion of Base Rate Loans to Term SOFR Loans, and # 11:00 a.m. New York City time on the requested date of any Borrowing of Base Rate Loans or (if applicable) Daily SOFR Loans; provided that the notice referred to in subclause # above may be delivered no later than one (1) Business Day prior to the Closing Date in the case of initial Credit Extensions denominated in Dollars; provided, further, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one week, or one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the applicable of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the . Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Section 2.14(a), (i) each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shalland # each Borrowing of or conversion to or continuation of Term SOFR Loans or (if applicable) Daily SOFR Loans shall, in each case, be in ana minimum principal amount not less than the Minimum Principal Amount.of $1,000,000, or a whole multiple of $250,000 in excess thereof. Except as provided in Sections 2.04(c) and 2.05(2.03(c), 2.04(c), 2.14(a), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify # whether suchthe Borrower is requesting a CommittedTerm Borrowing of a particular Class, a Revolving Credit Borrowing, a conversion of CommittedTerm Loans of any Class or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans or Term SOFR Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued, # the Type of Committed Loans to be borrowed or to which existing CommittedTerm Loans of a Class or Revolving Credit Loans are to be converted,converted # in the case of a Revolving Credit Borrowing, the relevant Approved Currency in which such Revolving Credit Borrowing is to be denominated and # if applicable, the duration of the Interest Period with respect thereto and # the currency of the Committed Loans to be borrowed.thereto. If the relevant Borrower fails to specify an Approved Currency of a currencyLoan in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requestedNotice, such Loan shall be made in Dollars. If suchthe Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable CommittedTerm Loans or Revolving Credit Loans shall be made as,as or converted to, Base Rate Loans; provided, however, thatto # in the case of a failure to timely request a continuationany Loan denominated in Dollars, Base Rate Loans or # in the case of Committed Loansany Loan denominated in an AlternativeApproved Foreign Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency withthe Approved Currency having an Interest Period of one month.month, as applicable. Any such automatic conversion to Base Rate Loans or one-month Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If suchthe Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans or Term SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency,another Approved Currency, but instead must be prepaid in the original currency of such Committed Loan andApproved Currency or reborrowed in the other currency.another Approved Currency.
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