Each U.K. Revolving Borrowing, each conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, and each continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a U.K. Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the Administrative Agent not later than # 12:00 noon (London time) # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans, or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each U.K. Loan Notice shall specify # whether the applicable U.K. Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans, or a continuation of Alternative Currency Term Rate Loans, # the requested date of such U.K. Revolving Borrowing or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of the U.K. Revolving Loans to be borrowed or continued, # the Type of U.K. Revolving Loans to be borrowed, # if applicable, the duration of the Interest Period with respect thereto, and # the applicable U.K. Borrower. If the applicable U.K. Borrower fails to specify a currency in a U.K. Loan Notice requesting a U.K. Revolving Borrowing, then the Revolving Loans so requested shall be made in Sterling. If the applicable U.K. Borrower fails to timely request a continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of, or continuation of, Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement, no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.
Each U.K. Revolving Borrowing,Borrowing (other than pursuant to [Sections 2.01(b)(ii) and 2.01(d)(ii)])]), each conversion of U.K. Revolving Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans,the other, and each continuation of Eurodollar Rate Loans or Alternative Currency TermEurocurrency Rate Loans shall be made upon the applicable U.K. Borrower’Company’s irrevocable notice to the Administrative Agent, which may be given by # telephone or # a U.K. Loan Notice; provided, that,provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K.such Loan Notice must be received by the Administrative Agent not later than # 12:00 noon (London time) # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to,to or continuation of EurodollarEurocurrency Rate Loans,Loans denominated in Dollars or of any conversion of EurodollarEurocurrency Rate Loans denominated in Dollars to Domestic Base Rate Loans, and # three (3)four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Eurocurrency Rate Loans denominated in Alternative Currency Term Rate Loans,Currencies, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that,however, that if the applicable U.K. BorrowerCompany wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency TermEurocurrency Rate Loans having an Interest Period other than one (1),one, two, three (3), or six (6) months in duration as provided in the definition of “Interest Period,”Period” (a “Special Interest Period”), the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time)# four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of EurodollarEurocurrency 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 Currency Term Rate Loans,Currencies for a Special Interest Period, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Special Interest Period is acceptable to all of them. Not later than 12:00 noon (London time),noon, # three (3) 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 U.K. Revolving Borrowing, conversion or continuation of EurodollarEurocurrency Rate Loans ordenominated in Alternative Currency Term Rate Loans,Currencies, the Administrative Agent shall notify the applicable U.K. BorrowerCompany (which notice may be by telephone) whether or not the requested Special Interest Period has been consented to by all the U.K. Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in [Section 2.03(c)] and [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each U.K. Loan Notice shall specify # whether the applicable U.K. BorrowerCompany is requesting a U.K. RevolvingTerm AA-1 Borrowing, a conversionTerm BA-2 Borrowing, a Term B-1 Borrowing, a Term B-2 Borrowing, a Revolving Credit Borrowing or a Borrowing of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rateany other Class of Loans, a conversion of U.K.Term Loans or Revolving Credit Loans from Domestic Base Rate Loansone Type to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans,the other, or a continuation of Alternative Currency TermEurocurrency Rate Loans, # the requested date of such U.K. Revolving Borrowingthe Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of the U.K. Revolving Loans to be borrowedborrowed, converted or continued, # the Type of U.K. Revolving Loans to be borrowed,borrowed or to which existing Loans are to be converted, # if applicable, the duration of the Interest Period with respect thereto, # the currency of the Revolving Credit Loans to be borrowed, and # if applicable, the applicable U.K.Designated Borrower. If the applicable U.K. BorrowerCompany fails to specify a currency in a U.K. Loan Notice requesting a U.K. Revolving Borrowing, then the Revolving Credit Loans so requested shall be made in Sterling.Dollars. If the Company fails to specify a Type of Loan in a Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable U.K. Borrower failsTerm 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 Eurodollar RateRevolving Credit Loans ordenominated in an Alternative Currency Term Rate Loans, as applicable,Currency, such U.K. Revolving Loans shall be continued as EurodollarEurocurrency Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) 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 the applicable U.K. BorrowerCompany requests a U.K. Revolving Borrowing of, conversion to, or continuation of, Eurodollar Rate Loans or Alternative Currency Termof Eurocurrency Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise providedmonth (except in this Agreement,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 U.K. Revolving Credit Loan may be converted into or continued as a U.K. Revolving Credit Loan denominated in a different currency, but instead must be repaidprepaid in the original currency of such U.K. Revolving Credit Loan and reborrowed in the other currency.
Each U.K.Term Borrowing, each Revolving Credit Borrowing, each conversion of U.K.Term Loans or Revolving Credit Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans,the other, and each continuation of Eurodollar Rate Loans or Alternative Currency TermEurocurrency Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice by the Borrower to the Administrative Agent, whichAgent; provided that Revolving Credit Loans denominated in an Alternative Currency may not be given by telephone or a U.K. Loan Notice; provided, that, any telephonicconverted into Base Rate Loans. Each such notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the Administrative Agent not later than # 12:00 noon (London time) # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans, or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans,in writing and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (Londonp.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 (4)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 U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans,continuation, whereupon the Administrative Agent shall give prompt notice to the U.K.Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:10:00 noon (Londona.m. (New York City time), three (3) Business Days prior tobefore the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans,continuation, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K.Appropriate Lenders. Except as providedEach notice by the Borrower pursuant to this Section 2.02(a) shall be delivered to the Administrative Agent in [Section 2.04(c)(iii)(A)],the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each U.K. Revolving Borrowing of, conversion to or continuation of EurodollarEurocurrency Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of not less than # of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,$1,000,000 in excess thereof if denominated in Dollars, £100,# €1,000,000 or a whole multiple of €1,000,000 in excess thereof if denominated in Sterling,Euros, or [[Unknown Identifier]]# 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 Euroan Alternative Currency other than Euros. Except as provided in excess thereof. Each U.K. Revolving[Sections 2.03(d) and 2.04(c)])], each Borrowing ofof, or conversion to Domesticto, Base Rate Loans shall be in a minimum principal amount of $500,$1,000,000 or a whole multiple of $100,$1,000,000 in excess thereof. Each U.K.Committed Loan Notice shall specify # whether the applicable U.K. Borrower is requesting a U.K.Term 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 U.K.a Tranche of Term Loans or Revolving Credit Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans,the other, or a continuation of Alternative Currency TermEurocurrency Rate Loans, # the requested date of such U.K. Revolving Borrowingthe Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of Loans to be borrowed, converted or continued, # in the U.K.case of Revolving Credit Loans, the currency in which the Revolving Credit Loans to be borrowed are to be denominated, # the Type of Loans to be borrowed or continued, # the Typeto which an existing Tranche of U.K.Term Loans or Revolving Credit Loans are to be borrowed,converted, # if applicable, the duration of the Interest Period with respect thereto,thereto and # the applicable U.K. Borrower. Ifaccount of the applicable U.K.Borrower to be credited with the proceeds of such Borrowing. If, # with respect to any Eurocurrency Rate Loans denominated in Dollars, the Borrower fails to specify a currencyType of Loan in a U.K.Committed Loan Notice or if the Borrower fails to give a timely notice requesting a U.K. Revolving Borrowing,conversion or continuation, then the applicable Tranche of Term Loans or Revolving Credit Loans so requested shall be made in Sterling. If the applicable U.K. Borrower fails to timely requestas, or converted to, a continuation of EurodollarEurocurrency Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of, or continuation of, Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement, no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.83894470_5
Notice of Borrowing. Each U.K. Revolving Borrowing, each conversion of U.K. Revolving Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans,the other, and each continuation of Eurodollar Rate Loans or Alternative Currency TermEurocurrency Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice to the Administrative Agent, which may be given byby: # telephone or # a U.K. Loan Notice; provided, that,provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K.such Loan Notice must be received by the Administrative Agent not later than # 12:11:00 noon (London time) #a.m. (A) three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to,to or continuation of EurodollarEurocurrency Rate Loans,Loans denominated in Dollars or of any conversion of EurodollarEurocurrency Rate Loans denominated in Dollars to Domestic Base Rate Loans, and # three (3)four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Eurocurrency Rate Loans denominated in Alternative Currency Term Rate Loans,Currencies, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K.Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:11:00 noon (London time)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 U.K. Revolving Borrowing,Borrower, conversion or continuation of EurodollarEurocurrency Rate Loans ordenominated in Alternative Currency Term Rate Loans,Currencies, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing of, conversion to or continuation of EurodollarEurocurrency Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of the Dollar Equivalent of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. RevolvingExcept as provided in [Sections 2.03(c) and 2.04(c)])], each Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each U.K. Loan Notice and each telephonic notice shall specify # whether the applicable U.K.Facility and whether the Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans,the other, or a continuation of Alternative Currency Term Rate Loans, as the case may be, under such Facility, # the requested date of such U.K. Revolving Borrowingthe Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of the U.K. Revolving Loans to be borrowedborrowed, converted or continued, # the Type of U.K. Revolving Loans to be borrowed,borrowed or to which existing Loans are to be converted, # if applicable, the duration of the Interest Period with respect thereto, and # the applicable U.K. Borrower.currency of the Loans to be borrowed. If the applicable U.K. BorrowerCompany fails to specify a currency in a U.K. Loan Notice requesting a U.K. Revolving Borrowing, then the Revolving Loans so requested shall be made in Sterling.Dollars. If the applicable U.K. Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable 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 Eurodollar Rate Loans ordenominated in an Alternative Currency Term Rate Loans, as applicable,Currency, such U.K. Revolving Loans shall be continued as EurodollarEurocurrency Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. IfAny 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 U.K.Eurocurrency Rate Loans. If the Borrower requests a U.K. Revolving Borrowing of, conversion to, or continuation of, Eurodollar Rate Loans or Alternative Currency Termof Eurocurrency Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan. Except as otherwise provided in this Agreement,pursuant to [Section 2.12(a)], no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.
Each U.K. Revolving Borrowing, each conversionconvert at any time all or any portion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domesticany outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to Eurodollar Rate Loans, and each continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a U.K. Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the Administrative Agent not later than # 12:00 noon (London time) # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans,$5,000,000 or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amountwhole multiple of $1,000,000 ifin excess thereof into one or more Eurocurrency Rate Loans denominated in Dollars, £500,000 ifDollars and # upon the expiration of any Interest Period, # convert all or any part of its outstanding Eurocurrency Rate Loans denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall beDollars in a minimum principal amount of $500,equal to $3,000,000 or a whole multiple of $100,$1,000,000 in excess thereof. Each U.K. Loan Notice shall specify # whether the applicable U.K. Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domesticthereof 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 Eurodollarconvert or continue Revolving Credit Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as [Exhibit E] (a Notice of Conversion/Continuation) not later than # 11:00 a.m. three (3) Business Days in the case 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 Eurodollar Rate Loans, or a continuation of Alternative Currency Term Rate Loans,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 such U.K. Revolving Borrowingconversion or continuation, as the case may becontinuation (which shall be a Business Day), # the currency and principal amount of the U.K.such Revolving Credit Loans to be borrowedconverted or continued, # the Type of U.K. Revolving LoansInterest Period to be borrowed,applicable to such converted or continued Eurocurrency Rate Loan and # if applicable, the durationcurrency in which such Revolving Credit Loan is denominated. 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 Dollars, then the applicable Eurocurrency Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect thereto, and #to the applicable U.K. Borrower.Eurocurrency Rate Loan. If the applicable U.K. Borrower fails to specifygive a currencytimely Notice of Conversion/Continuation prior to the end of the Interest Period for any Eurocurrency Rate Loan denominated in a U.K. Loan Notice requesting a U.K.an Alternative Currency, such Revolving Borrowing, then the Revolving Loans so requested shall be made in Sterling. If the applicable U.K. Borrower fails to timely request a continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. RevolvingCredit Loans shall be continued as Eurodollara Eurocurrency Rate Loans or Alternative Currency Term Rate Loans, as applicableLoan in theirits original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of,conversion to, or continuation of, EurodollarEurocurrency Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice,Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement,Notwithstanding anything to the contrary herein, no U.K. Revolving Credit Loan may be converted into or continued as a U.K. Revolving Credit Loan denominated in a different currency, but instead must be repaidprepaid in the original currency of such U.K. Revolving 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.
Each U.K. Revolving Borrowing, each conversionSECTION # Notice and Manner of U.K. Revolving Loans from Eurodollar Rate LoansConversion or Continuation of Loans. Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to Domestic Base Rate Loans, each conversion# convert at any time all or any portion of U.K. Revolving Loans from Domesticany outstanding Base Rate Loans (other than Swingline Loans) in a principal amount equal to Eurodollar Rate Loans, and each continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a U.K. Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the Administrative Agent not later than # 12:00 noon (London time) # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans,$5,000,000 or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amountwhole multiple of $1,000,000 ifin excess thereof into one or more Eurocurrency Rate Loans denominated in Dollars, £500,000 ifDollars and # upon the expiration of any Interest Period, # convert all or any part of its outstanding Eurocurrency Rate Loans denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall beDollars in a minimum principal amount of $500,equal to $3,000,000 or a whole multiple of $100,$1,000,000 in excess thereof. Each U.K. Loan Notice shall specify # whether the applicable U.K. Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domesticthereof 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 Eurodollarconvert or continue Revolving Credit Loans as provided above, the Borrower shall give the Administrative Agent irrevocable prior written notice in the form attached as [Exhibit E] (a "Notice of Conversion/Continuation") not later than # 11:00 a.m. three (3) Business Days in the case 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 Eurodollar Rate Loans, or a continuation of Alternative Currency Term Rate Loans,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 such U.K. Revolving Borrowingconversion or continuation, as the case may becontinuation (which shall be a Business Day), # the currency and principal amount of the U.K.such Revolving Credit Loans to be borrowedconverted or continued, # the Type of U.K. Revolving LoansInterest Period to be borrowed,applicable to such converted or continued Eurocurrency Rate Loan and # if applicable, the durationcurrency in which such Revolving Credit Loan is denominated. 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 Dollars, then the applicable Eurocurrency Rate Loan shall be converted to a Base Rate Loan. Any such automatic conversion to a Base Rate Loan shall be effective as of the last day of the Interest Period then in effect with respect thereto, and #to the applicable U.K. Borrower.Eurocurrency Rate Loan. If the applicable U.K. Borrower fails to specifygive a currencytimely Notice of Conversion/Continuation prior to the end of the Interest Period for any Eurocurrency Rate Loan denominated in a U.K. Loan Notice requesting a U.K.an Alternative Currency, such Revolving Borrowing, then the Revolving Loans so requested shall be made in Sterling. If the applicable U.K. Borrower fails to timely request a continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. RevolvingCredit Loans shall be continued as Eurodollara Eurocurrency Rate Loans or Alternative Currency Term Rate Loans, as applicableLoan in theirits original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of,conversion to, or continuation of, EurodollarEurocurrency Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice,Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement,Notwithstanding anything to the contrary herein, no U.K. Revolving Credit Loan may be converted into or continued as a U.K. Revolving Credit Loan denominated in a different currency, but instead must be repaidprepaid in the original currency of such U.K. Revolving 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.
Each U.K.(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 U.K. Revolving Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans,the other, and each continuation of Eurodollar Rate Loans or Alternative Currency TermEurocurrency Rate Loans shall be made upon the applicable U.K.any Borrower’s irrevocable notice to the Administrative Agent,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 givenrevoked by telephone or a U.K. Loan Notice; provided, that, any telephonicthe Borrower by notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice.on or prior to the specified effective date if such condition is not satisfied. Each U.K. Loan Noticesuch notice must be received by the Administrative Agent not later than # 12:00 noon (London time) # three (3)p.m. on the second Business DaysDay prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuationthe proposed Loans in the case of Eurodollar Rate Loans, or any conversion of EurodollarEurocurrency Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time) on the requested datesame Business Day of any U.K. Revolving Borrowingthe proposed Loans in the case of Domestic Base Rate Loans; provided, that, if theLoans. The applicable U.K. Borrower wishesshall deliver such notice to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days priorin the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to the requested date of such U.K. Revolving Borrowing, conversion or continuation of EurodollarEurocurrency Rate Loans shall be in a principal amount of $2,000,000 or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lendersa whole multiple of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders.$1,000,000 in excess thereof. Except as provided in [Section 2.04(03(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,$2,000,000 or a whole multiple of $100,$1,000,000 in excess thereof. Each U.K.Committed Loan Notice shall specify # whether the applicable U.K.such Borrower is requesting a U.K.Borrowing of Term Loans, a Revolving Credit Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans,the other, or a continuation of Alternative Currency TermEurocurrency Rate Loans, # the requested date of such U.K. Revolving Borrowingthe Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of Loans to be borrowed, converted or continued and location of the U.K. Revolvingaccount to which funds are to be disbursed, # the Type of Loans to be borrowed or continued, # the Type of U.K. Revolving Loansto which existing Tranche are to be borrowed,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 applicable U.K. Borrower.thereto. If the applicable U.K.such Borrower fails to specify a currencyType of Loan in a U.K.Committed Loan Notice or if such Borrower fails to give a timely notice requesting a U.K. Revolving Borrowing,conversion or continuation, then the Revolving Loans so requested(other than Loans denominated in an Alternative Currency) shall be made in Sterling. If the applicable U.K. Borrower failsas, or converted to, Base Rate Loans. Any such automatic conversion to timely request a continuation of EurodollarBase Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continuedeffective as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with anof the last day of the Interest Period of one (1) month. Ifthen in effect with respect to the applicable U.K.Eurocurrency Rate Loans. If such Borrower requests a U.K. Revolving Borrowing of, or continuation of, Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. 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 (1) month. Except as otherwise provided in this Agreement, no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.
Notice of Borrowing. Each U.K. Revolving Borrowing, each conversion of U.K. Revolving Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans,the other, and each continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans shall be made upon the applicable U.K. Borrower’’s irrevocable notice to the [[Administrative Agent,Agent:Organization]], which may be given by telephone or a U.K. Loan Notice; provided, that, any telephonictelephone. Each such notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the [[Administrative AgentAgent:Organization]] not later than # 12:10:00 noon (London time) #a.m. (i) three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to,to or continuation of Eurodollar Rate Loans,Loans or of any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that,however, that if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,”Period”, the applicable notice must be received by the [[Administrative AgentAgent:Organization]] not later than 12:11:00 noon (London time)a.m. four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans,continuation, whereupon the [[Administrative AgentAgent:Organization]] shall give prompt notice to the U.K. LendersAppropriate of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:11:00 noon (London time)a.m., three (3) Business Days prior tobefore the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans,continuation, the [[Administrative AgentAgent:Organization]] shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in. Each telephonic notice by the pursuant to this [Section 2.04(c)(iii)(A)02(a)], must be confirmed promptly by delivery to the [[Administrative Agent:Organization]] of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the . Each U.K. Revolving Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of $1,$5,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,$1,000,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolvingthereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal amount thereof then outstanding). Except as provided in [Sections 2.03(c) and 2.04(c)])], each Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal amount thereof then outstanding). Each U.K. Loan Notice (whether telephonic or written) shall specify # whether the applicable U.K. Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans,the other, or a continuation of Alternative Currency Term Rate Loans, as the case may be, under such Facility, # the requested date of such U.K. Revolving Borrowingthe Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of the U.K. Revolving Loans to be borrowedborrowed, converted or continued, # the Type of U.K. Revolving Loans to be borrowed,borrowed or to which existing Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto, and # the applicable U.K. Borrower.thereto. If the applicable U.K. Borrower fails to specify a currencyType of Loan in a U.K. Loan Notice or if the fails to give a timely notice requesting a U.K. Revolving Borrowing,conversion or continuation, then the Revolvingapplicable Loans so requested shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in Sterling.effect with respect to the applicable Eurodollar Rate Loans. If the applicable U.K. Borrower fails to timely request requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of, or continuation of, Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement, no U.K. RevolvingNotwithstanding anything to the contrary herein, a Swingline Loan may not be converted into or continued asto a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.Eurodollar Rate Loan.
(1) Each U.K. Revolving Borrowing, each conversion of U.K. Revolving Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, each conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans,the other, and each continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans shall be made upon irrevocable notice from the Borrower (on its own behalf or on behalf of the applicable U.K. Borrower’s irrevocable noticeCo-Borrower) to the Administrative Agent, which may be given by telephone# telephone, or # a U.K. Loan Notice; provided, that,provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K.The Loan Notice must be received by the Administrative Agent # not later than 1:00 p.m., Eastern time, three (3) Business Days prior to the requested date of a Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and # on the requested date of a Borrowing of Base Rate Loans or LIBOR Daily Floating Rate Loans, provided, that, for a request of a LIBOR Daily Floating Rate Loan, such Loan Notice must be received by the Administrative Agent not later than # 12:11:00 noon (London time) # three (3)a.m., Eastern time, otherwise, such Loan Notice shall be deemed to be a request for a LIBOR Daily Floating Rate Loan on the next Business Days prior to the requested date of any U.K. RevolvingDay. Each Borrowing of, conversion to, or continuation of Eurodollar Rate Loans, or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time) on the requested date of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period other than one (1), three (3), or six (6) months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency TermLIBOR Daily Floating Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,$100,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each U.K. Loan Notice (whether telephonic or written) shall specify # whether the applicable U.K. Borrower or a Co-Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loansone Type to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans,the other, or a continuation of Eurodollar Rate Loans, or a continuation of Alternative Currency Term Rate Loans, # the requested date of such U.K. Revolving Borrowingthe applicable Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of the U.K. Revolving Loans to be borrowedborrowed, converted or continued, # the Type of U.K. Revolving Loans to be borrowed,borrowed or to which existing Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto, and # the applicable U.K. Borrower.thereto. If the applicable U.K. Borrower fails to specify a currencyType of Loan in a U.K. Loan Notice or if the Borrower fails to give a timely notice requesting a U.K. Revolving Borrowing,conversion or continuation, then the Revolvingapplicable Loans so requested shall be made in Sterling. If the applicable U.K. Borrower fails to timely request a continuation ofas, or converted to, Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. IfAny such automatic conversion to Eurodollar Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable U.K.Eurodollar Rate Loans. If the Borrower requests a U.K. Revolving Borrowing of, conversion to, or continuation of,of Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement, no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.
Optional. Each U.K. Revolving Borrowing, each conversionBorrower may on any Business Day, upon notice given to the [[Person A:Person]] not later than 12:00 noon (New York City time) on # the third (or the fourth, in the case of U.K. Revolving Loans from EurodollarEurocurrency Rate Loans denominated in an Alternate Currency) Business Day prior to Domesticthe date of the proposed Conversion into, or continuation of, Eurocurrency Rate Loans and # the first Business Day prior to the date of the proposed Conversion into Base Rate Loans, and, in each conversioncase, subject to the provisions of U.K.[Section 3.05], # Convert all or any portion of the Revolving Loans from Domestic Baseof one Type denominated in Dollars comprising the same Revolving Loan Borrowing into Revolving Loans of the other Type denominated in Dollars or # continue any outstanding Revolving Loan without changing its Type; provided, however, that any Conversion of Eurocurrency Rate Loans to Eurodollar Rate Loans, and each continuation of Eurodollar Rate Loans or Alternative Currency Termdenominated in Dollars into Base Rate Loans shall be made upon the applicable U.K. Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone or a U.K. Loan Notice; provided, that, any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a U.K. Loan Notice. Each U.K. Loan Notice must be received by the Administrative Agent not later than # 12:00 noon (London time) # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of, conversion to, or continuation of Eurodollar Rate Loans, or any conversion of Eurodollar Rate Loans to Domestic Base Rate Loans, and # three (3) Business Days prior to the requested date of any U.K. Revolving Borrowing of Alternative Currency Loans, or any continuation of Alternative Currency Term Rate Loans, and # 11:00 a.m. (Eastern time)only on the requested datelast day of any U.K. Revolving Borrowing of Domestic Base Rate Loans; provided, that, if the applicable U.K. Borrower wishes to request U.K. Revolving Loans that are Eurodollar Rate Loans or Alternative Currency Term Rate Loans having an Interest Period otherfor such Eurocurrency Rate Loans and any Conversion of Base Rate Loans into Eurocurrency Rate Loans denominated in Dollars shall be in an amount not less than one (1), three (3),the minimum amount specified in [Section 3.01(b)]. Each such notice of Conversion or six (6) months in duration as provided incontinuation shall, within the definition of “Interest Period,”restrictions specified above, specify # the applicable notice must be received by the Administrative Agent not later than 12:00 noon (London time) four (4) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the U.K. Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon (London time), three (3) Business Days prior to the requested date of such U.K. Revolving Borrowing, conversion or continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, the Administrative Agent shall notify the applicable U.K. Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the U.K. Lenders. Except as provided in [Section 2.04(c)(iii)(A)], Each U.K. Revolving Borrowing or continuation of Eurodollar Rate Loans, and each U.K. Revolving Borrowing, conversion or continuation of Alternative Currency Loans shall be in a minimum principal amount of $1,000,000 if denominated in Dollars, £500,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro or a whole multiple of $500,000 if denominated in Dollars, £100,000 if denominated in Sterling, or [[Unknown Identifier]] if denominated in Euro in excess thereof. Each U.K. Revolving Borrowing of or conversion to Domestic Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each U.K. Loan Notice shall specify # whether the applicable U.K. Borrower is requesting a U.K. Revolving Borrowing, a conversion of U.K. Revolving Loans from Eurodollar Rate Loans to Domestic Base Rate Loans, a conversion of U.K. Revolving Loans from Domestic Base Rate Loans to Eurodollar Rate Loans, a continuation of Eurodollar Rate Loans, or a continuation of Alternative Currency Term Rate Loans, # the requested date of such U.K. Revolving BorrowingConversion or continuation, as the case may be (which shall be a Business Day), # the currency and principal amount of the U.K. Revolving Loans to be borrowedConverted or continued, # the Type of U.K. Revolving Loans to be borrowed,continued and # if applicable,such Conversion is into Eurocurrency Rate Loans or in the case of a continuation of Eurocurrency Rate Loans, the duration of the Interest Period with respect thereto, and # the applicable U.K. Borrower. If the applicable U.K. Borrower fails to specify a currency in a U.K. Loan Notice requesting a U.K.for such Revolving Borrowing, then the Revolving Loans so requestedLoans. Each notice of Conversion or continuation shall be made in Sterling. Ifirrevocable and binding on the applicable U.K. Borrower fails to timely request a continuation of Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable, such U.K. Revolving Loans shall be continued as Eurodollar Rate Loans or Alternative Currency Term Rate Loans, as applicable in their original currency with an Interest Period of one (1) month. If the applicable U.K. Borrower requests a U.K. Revolving Borrowing of, or continuation of, Eurodollar Rate Loans or Alternative Currency Term Rate Loans in any such U.K. Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Except as otherwise provided in this Agreement, no U.K. Revolving Loan may be converted into or continued as a U.K. Revolving Loan denominated in a different currency, but instead must be repaid in the original currency of such U.K. Revolving Loan and reborrowed in the other currency.Borrowers.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.