Common use of Utilization of Commitments in Offshore Currencies Clause in Contracts

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to: (i) any Borrowing (other than of Swing Line Loans) comprised of Offshore Currency Loans three Business Days prior to the requested Borrowing Date, (ii) any Swing Line Loans made in U.S. Dollars or Pounds Sterling, as of the proposed Borrowing Date thereof, (iii) any Issuance of a Letter of Credit for the account of any Revolving Borrower or any UK Swing Line Borrower in an Offshore Currency as of the requested Issuance Date, (iv) any drawing under a Letter of Credit Issued for the account of any Revolving Borrower or any UK Swing Line Borrower in an Offshore Currency as of the related Honor Date, (v) all outstanding Offshore Currency Loans (other than Swing Line Loans not made in U.S. Dollars or Pounds Sterling), plus all Swing Line Loans made in U.S. Dollars or Pounds Sterling, plus the Effective Amount of all L/C Obligations under Letters of Credit Issued for the account of any Revolving Borrower or any UK Swing Line Borrower as of the last Business Day of each month and as of any other date selected by the Administrative Agent, (vi) the aggregate Dollar Equivalent amount of the Subsidiary Swing Line Borrower Sublimits of all Subsidiary Swing Line Borrowers other than the UK Swing Line Borrowers as of each Adjustment Date, (vii) any ABR Loan to be made in lieu of an Offshore Currency Loan pursuant to subsection 2.5(b) as of the Business Day prior to the proposed Borrowing Date, (viii) the aggregate sum (without duplication) of the amount of all Offshore Currency Loans (other than Swing Line Loans), plus all L/C Obligations of the Revolving Borrowers, plus all Swing Line Loans, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations immediately prior to and after giving effect to any Revolving Loan made under Section 2.18 as of the proposed date of the making of any such Revolving Loan, (ix) the aggregate sum of the amount of all Offshore Currency Loans (other than Swing Line Loans), plus all L/C Obligations of the Revolving Borrowers, plus all Swing Line Loans of the Subsidiary Swing Line Borrowers other than the UK Swing Line Borrowers, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations immediately prior to and after giving effect to any Revolving Loan made under Section 3.3 as of the proposed date of the making of any such Revolving Loan, (x) any outstanding Offshore Currency Loan as of any redenomination date pursuant to this Section 2.5 or Section 4.5, and (xi) all Offshore Currency Loans, plus the Effective Amount of all L/C Obligations on any date on which the Revolving Facility Commitments, the US Borrower Sublimit or the Subsidiary Swing Line Borrower Sublimits are reduced pursuant to Section 2.6. (b) In the case of a proposed Borrowing (other than of Swing Line Loans) under the Revolving Facility comprised of Offshore Currency Loans, in the event that any Revolving Facility Lender gives notice to the Administrative Agent not later than 10:00 a.m. (London, England time) one Business Day prior to the proposed Borrowing Date that it is unable to fund Revolving Facility Loans in an Offshore Currency at a reasonable cost to it, such Lender shall make its Pro Rata Share of the proposed Borrowing as an ABR Loan in the Dollar Equivalent amount of the amount it otherwise would have made in such Offshore Currency; provided, however, that the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from the Required Revolving Facility Lenders by 10:00 a.m. (London, England time), two Business Days prior to the day of such Borrowing, that such Lenders cannot provide Loans in the requested Offshore Currency, in which event the Administrative Agent will promptly give notice to the applicable Revolving Borrower that the Borrowing in the requested Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the applicable Revolving Borrower that, pursuant to any such notice from the Required Revolving Facility Lenders, any such Borrowing in a requested Offshore Currency is not then available, such Revolving Borrower may, by notice to the Administrative Agent not later than 10:00 a.m. (London, England time), on the requested date of such Borrowing, withdraw the Notice of Borrowing relating to such requested Borrowing. If such Revolving Borrower does so withdraw such Notice of Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If such Revolving Borrower does not so withdraw such Notice of Borrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a Borrowing comprised of ABR Loans in an aggregate amount equal to the Dollar Equivalent of the amount of the originally requested Borrowing in the Notice of Borrowing (however, not in excess of the aggregate Available Revolving Facility Commitment of all Revolving Facility Lenders at such time); and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in U.S. Dollars and such Lender's Pro Rata Share thereof. (c) In the case of a proposed continuation of Offshore Currency Loans under the Revolving Facility for an additional Interest Period pursuant to Section 2.4, in the event that any Revolving Facility Lender gives notice to the Administrative Agent that it is unable to continue Revolving Facility Loans in an Offshore Currency at a reasonable cost to it, such Lender's Loans in such Offshore Currency shall be repaid on the last day of the current Interest Period; provided, however, that the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from the Required Revolving Facility Lenders by 10:00 a.m. (London, England time), three Business Days prior to the day of such continuation, that such Lenders cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will promptly give notice to the applicable Revolving Borrower that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified such Revolving Borrower that, pursuant to such notice from the Required Revolving Facility Lenders, any such continuation of Offshore Currency Loans is not then available, any Notice of Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be repaid on the last day of the Interest Period with respect to such Offshore Currency Loans. (d) Notwithstanding anything herein to the contrary, during the existence of an Event of Default, upon the request of the Required Revolving Facility Lenders (in the case of clause (i) of this subsection), the Lenders holding at least a majority of the Tranche A-CHF (in the case of clause (ii) of this subsection) or the Lenders holding at least a majority of the Tranche A-UK Term Loans (in the case of clause (iii) of this subsection), (i) all or any part of any outstanding LIBOR Rate Loans under the Revolving Facility shall be redenominated (if not Offshore U.S. Dollar Loans) and converted into ABR Loans with effect from the last day of the Interest Period with respect to such LIBOR Rate Loans, (ii) at the end of the current Interest Period therefor, each Tranche A-CHF Term Loan shall not be continued for any Interest Period but instead shall bear interest at a rate per annum equal to the Applicable Margin for Tranche A-CHF Term Loans, plus the Overnight Rate for the Applicable Currency from time to time in effect or such other rate as may be agreed to by CH Borrower and the Lenders holding at least a majority of the Tranche A-CHF Term Loans and specified to the Administrative Agent, and (iii) at the end of the current Interest Period therefor, each Tranche A-UK Term Loan shall not be continued for any Interest Period but instead shall bear interest at a rate per annum equal to the Applicable Margin for Tranche A-UK Term Loans, plus the Overnight Rate for the Applicable Currency from time to time in effect or such other rate as may be agreed to by UK Borrower and the Lenders holding at least a majority of the Tranche A-UK Term Loans and specified to the Administrative Agent. The Administrative Agent will promptly notify the applicable Borrower of any request pursuant to the foregoing sentence. (e) The Revolving Borrowers shall be entitled to request that Revolving Facility Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency, in addition to the eurocurrencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Required Revolving Facility Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into U.S. Dollars (an "Agreed Alternative Currency"). The applicable Revolving Borrower shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency not later than 10:00 a.m. (London, England time), at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Revolving Facility Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof. If the Administrative Agent has not received any response from a Revolving Facility Lender by the end of the day four Business Days prior to the date of Borrowing to be made in such Agreed Alternative Currency, the Administrative Agent shall conclusively presume the assent of such Lender. Each Revolving Facility Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the applicable Revolving Borrower of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to: (i) any Borrowing (other than of Swing Line Loans) comprised of Offshore Currency Loans three Business Days prior to the requested Borrowing Date, (ii) any Swing Line Loans made in U.S. Dollars or Pounds Sterling, as of the proposed Borrowing Date thereof, (iii) any Issuance of a Letter of Credit for the account of any Revolving Borrower or any UK Swing Line Borrower in an Offshore Currency as of the requested Issuance Date, (iv) any drawing under a Letter of Credit Issued for the account of any Revolving Borrower or any UK Swing Line Borrower in an Offshore Currency as of the related Honor Date, (v) all outstanding Offshore Currency Loans (other than Swing Line Loans not made in U.S. Dollars or Pounds Sterling), plus all Swing Line Loans made in U.S. Dollars or Pounds Sterling, plus the Effective Amount of all Sterling and L/C Obligations under Letters of Credit Issued for the account of any Revolving Borrower or any UK Swing Line Borrower as of the last Business Day of each month and as of any other date selected by the Administrative Agent, (vi) the aggregate Dollar Equivalent amount of the Subsidiary Swing Line Borrower Sublimits of all Subsidiary Swing Line Borrowers other than the UK Swing Line Borrowers M-T Leicester as of each Adjustment Date, (vii) any ABR Loan to be made in lieu of an Offshore Currency Loan pursuant to subsection 2.5(b) as of the Business Day prior to the proposed Borrowing Date,Date and (viii) the aggregate sum (without duplication) of the amount of all Offshore Currency Loans (other than Swing Line Loans), plus all L/C Obligations of the Revolving Borrowers, plus all Swing Line Loans, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations immediately prior to and after giving effect to any Revolving Loan made under Section 2.18 as of the proposed date of the making of any such Revolving Loan, (ix) the aggregate sum of the amount of all Offshore Currency Loans (other than Swing Line Loans), plus all L/C Obligations of the Revolving Borrowers, plus all Swing Line Loans of the Subsidiary Swing Line Borrowers other than the UK Swing Line Borrowers, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations immediately prior to and after giving effect to any Revolving Loan made under Section 3.3 as of the proposed date of the making of any such Revolving Loan, (x) any outstanding Offshore Currency Loan as of any redenomination date pursuant to this Section 2.5 or Section 4.5, and (xiix) all Offshore Currency Loans, plus the Effective Amount of all Loans and L/C Obligations on any date on which the Revolving Facility Commitments, the US Borrower Sublimit or the Subsidiary Swing Line Borrower Sublimits are reduced pursuant to Section 2.6. (b) In the case of a proposed Borrowing (other than of Swing Line Loans) under the Revolving Facility comprised of Offshore Currency Loans, in the event that any Revolving Facility Lender gives notice to the Administrative Agent not later than 10:00 a.m. (London, England time) one Business Day prior to the proposed Borrowing Date that it is unable to fund Revolving Facility Loans in an Offshore Currency at a reasonable cost to it, such Lender shall make its Pro Rata Share of the proposed Borrowing as an ABR Loan in the Dollar Equivalent amount of the amount it otherwise would have made in such Offshore Currency; provided, however, that the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from the Required Revolving Facility Lenders by 10:00 a.m. (London, England time), two three Business Days prior to the day of such Borrowing, that such Lenders cannot provide Loans in the requested Offshore Currency, in which event the Administrative Agent will promptly give notice to the applicable Revolving Borrower that the Borrowing in the requested Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the applicable Revolving Borrower that, pursuant to any such notice from the Required Revolving Facility Lenders, any such Borrowing in a requested Offshore Currency is not then available, such Revolving Borrower may, by notice to the Administrative Agent not later than 10:00 a.m. (London, England time), on the requested date of such Borrowing, withdraw the Notice of Committed Borrowing relating to such requested Borrowing. If such Revolving Borrower does so withdraw such Notice of Committed Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If such Revolving Borrower does not so withdraw such Notice of Committed Borrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Committed Borrowing shall be deemed to be a Notice of Committed Borrowing that requests a Borrowing comprised of ABR Loans in an aggregate amount equal to the Dollar Equivalent of the amount of the originally requested Borrowing in the Notice of Committed Borrowing (however, not in excess of the aggregate Available Revolving Facility Commitment of all Revolving Facility Lenders at such time); and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in U.S. Dollars and such Lender's Pro Rata Share thereof. (c) In the case of a proposed continuation of Offshore Currency Loans under the Revolving Facility for an additional Interest Period pursuant to Section 2.4, in the event that any Revolving Facility Lender gives notice to the Administrative Agent that it is unable to continue Revolving Facility Loans in an Offshore Currency at a reasonable cost to it, such Lender's Loans in such Offshore Currency shall be repaid on the last day of the current Interest Period; provided, however, that the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from the Required Revolving Facility Lenders by 10:00 a.m. (London, England time), three Business Days prior to the day of such continuation, that such Lenders cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will promptly give notice to the applicable Revolving Borrower that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified such Revolving Borrower that, pursuant to such notice from the Required Revolving Facility Lenders, any such continuation of Offshore Currency Loans is not then available, any Notice of Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be repaid on the last day of the Interest Period with respect to such Offshore Currency Loans. (d) Notwithstanding anything herein to the contrary, during the existence of an Event of Default, upon the request of the Required Revolving Facility Lenders (in the case of clause (i) of this subsection), the Lenders holding at least a majority of the Tranche A-CHF (in the case of clause (ii) of this subsection) or the Lenders holding at least a majority of the Tranche A-UK A Term Loans (in the case of clause (iiiii) of this subsection), (i) all or any part of any outstanding LIBOR Rate Committed Loans under the Revolving Facility shall be redenominated (if not Offshore U.S. Dollar Loans) and converted into ABR Loans with effect from the last day of the Interest Period with respect to such LIBOR Rate Committed Loans, and (ii) at the end of the current Interest Period therefor, each Tranche A-CHF A Term Loan shall not be continued for any Interest Period but instead shall bear interest at a rate per annum equal to the Applicable Margin for Tranche A-CHF A Term Loans, plus the Overnight Rate for the Applicable Currency from time to time in effect or such other rate as may be agreed to by CH Borrower and the Lenders holding at least a majority of the Tranche A-CHF Term Loans and specified to the Administrative Agent, and (iii) at the end of the current Interest Period therefor, each Tranche A-UK Term Loan shall not be continued for any Interest Period but instead shall bear interest at a rate per annum equal to the Applicable Margin for Tranche A-UK Term Loans, plus the Overnight Rate for the Applicable Currency from time to time in effect or such other rate as may be agreed to by UK Borrower and the Lenders holding at least a majority of the Tranche A-UK A Term Loans and specified to the Administrative Agent. The Administrative Agent will promptly notify the applicable Borrower of any request pursuant to the foregoing sentence. (e) The Revolving Borrowers shall be entitled to request that Revolving Facility Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency, in addition to the eurocurrencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Required Revolving Facility Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into U.S. Dollars (an "Agreed Alternative Currency"). The applicable Revolving Borrower shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency not later than 10:00 a.m. (London, England time), at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Revolving Facility Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof. If the Administrative Agent has not received any response from a Revolving Facility Lender by the end of the day four Business Days prior to the date of Borrowing to be made in such Agreed Alternative Currency, the Administrative Agent shall conclusively presume the assent of such Lender. Each Revolving Facility Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the applicable Revolving Borrower of the acceptance or rejection of any such request.

Utilization of Commitments in Offshore Currencies. (a) The Administrative Agent will determine the Dollar Equivalent amount with respect to: (i) any Borrowing (other than of Swing Line Loans) comprised of Offshore Currency Loans three Business Days prior to the requested Borrowing Date, (ii) any Swing Line Loans made in U.S. Dollars or Pounds Sterling, as of the proposed Borrowing Date thereof, (iii) any Issuance of a Letter of Credit for the account of any Revolving Borrower or any UK Swing Line Borrower in an Offshore Currency as of the requested Issuance Date, (iv) any drawing under a Letter of Credit Issued for the account of any Revolving Borrower or any UK Swing Line Borrower in an Offshore Currency as of the related Honor Date, (v) all outstanding Offshore Currency Loans (other than Swing Line Loans not made in U.S. Dollars or Pounds Sterling), plus all Swing Line Loans made in U.S. Dollars or Pounds Sterling, plus the Effective Amount of all L/C Obligations under Letters of Credit Issued for the account of any Revolving Borrower or any UK Swing Line Borrower as of the last Business Day of each month and as of any other date selected by the Administrative Agent, (vi) the aggregate Dollar Equivalent amount of the Subsidiary Swing Line Borrower Sublimits of all Subsidiary Swing Line Borrowers other than the UK Swing Line Borrowers as of each Adjustment Date, (vii) any ABR Loan to be made in lieu of an Offshore Currency Loan pursuant to subsection 2.5(b) as of the Business Day prior to the proposed Borrowing Date, (viii) the aggregate sum (without duplication) of the amount of all Offshore Currency Loans (other than Swing Line Loans), plus all L/C Obligations of the Revolving Borrowers, plus all Swing Line Loans, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations immediately prior to and after giving effect to any Revolving Loan made under Section 2.18 as of the proposed date of the making of any such Revolving Loan, (ix) the aggregate sum of the amount of all Offshore Currency Loans (other than Swing Line Loans), plus all L/C Obligations of the Revolving Borrowers, plus all Swing Line Loans of the Subsidiary Swing Line Borrowers other than the UK Swing Line Borrowers, plus the Subsidiary L/C Effective Amount of all Subsidiary L/C Obligations immediately prior to and after giving effect to any Revolving Loan made under Section 3.3 as of the proposed date of the making of any such Revolving Loan, (x) any outstanding Offshore Currency Loan as of any redenomination date pursuant to this Section 2.5 or Section 4.5, and (xi) all Offshore Currency Loans, plus the Effective Amount of all L/C Obligations on any date on which the Revolving Facility Commitments, the US Borrower Sublimit or the Subsidiary Swing Line Borrower Sublimits are reduced pursuant to Section 2.6. (b) In the case of a proposed Borrowing (other than of Swing Line Loans) under the Revolving Facility comprised of Offshore Currency Loans, in the event that any Revolving Facility Lender gives notice to the Administrative Agent not later than 10:00 a.m. (London, England time) one Business Day prior to the proposed Borrowing Date that it is unable to fund Revolving Facility Loans in an Offshore Currency at a reasonable cost to it, such Lender shall make its Pro Rata Share of the proposed Borrowing as an ABR Loan in the Dollar Equivalent amount of the amount it otherwise would have made in such Offshore Currency; provided, however, that the Lenders shall be under no obligation to make Offshore Currency Loans in the requested Offshore Currency as part of such Borrowing if the Administrative Agent has received notice from the Required Revolving Facility Lenders by 10:00 a.m. (London, England time), two Business Days prior to the day of such Borrowing, that such Lenders cannot provide Loans in the requested Offshore Currency, in which event the Administrative Agent will promptly give notice to the applicable Revolving Borrower that the Borrowing in the requested Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified the applicable Revolving Borrower that, pursuant to any such notice from the Required Revolving Facility Lenders, any such Borrowing in a requested Offshore Currency is not then available, such Revolving Borrower may, by notice to the Administrative Agent not later than 10:00 a.m. (London, England time), on the requested date of such Borrowing, withdraw the Notice of Committed Borrowing relating to such requested Borrowing. If such Revolving Borrower does so withdraw such Notice of Committed Borrowing, the Borrowing requested therein shall not occur and the Administrative Agent will promptly so notify each Lender. If such Revolving Borrower does not so withdraw such Notice of Committed Borrowing, the Administrative Agent will promptly so notify each Lender and such Notice of Committed Borrowing shall be deemed to be a Notice of Committed Borrowing that requests a Borrowing comprised of ABR Loans in an aggregate amount equal to the Dollar Equivalent of the amount of the originally requested Borrowing in the Notice of Committed Borrowing (however, not in excess of the aggregate Available Revolving Facility Commitment of all Revolving Facility Lenders at such time); and in such notice by the Administrative Agent to each Lender the Administrative Agent will state such aggregate amount of such Borrowing in U.S. Dollars and such Lender's Pro Rata Share thereof. (c) In the case of a proposed continuation of Offshore Currency Loans under the Revolving Facility for an additional Interest Period pursuant to Section 2.4, in the event that any Revolving Facility Lender gives notice to the Administrative Agent that it is unable to continue Revolving Facility Loans in an Offshore Currency at a reasonable cost to it, such Lender's Loans in such Offshore Currency shall be repaid on the last day of the current Interest Period; provided, however, that the Lenders shall be under no obligation to continue such Offshore Currency Loans if the Administrative Agent has received notice from the Required Revolving Facility Lenders by 10:00 a.m. (London, England time), three Business Days prior to the day of such continuation, that such Lenders cannot continue to provide Loans in the relevant Offshore Currency, in which event the Administrative Agent will promptly give notice to the applicable Revolving Borrower that the continuation of such Offshore Currency Loans in the relevant Offshore Currency is not then available, and notice thereof also will be given promptly by the Administrative Agent to the Lenders. If the Administrative Agent shall have so notified such Revolving Borrower that, pursuant to such notice from the Required Revolving Facility Lenders, any such continuation of Offshore Currency Loans is not then available, any Notice of Continuation/Conversion with respect thereto shall be deemed withdrawn and such Offshore Currency Loans shall be repaid on the last day of the Interest Period with respect to such Offshore Currency Loans. (d) Notwithstanding anything herein to the contrary, during the existence of an Event of Default, upon the request of the Required Revolving Facility Lenders (in the case of clause (i) of this subsection), the Lenders holding at least a majority of the Tranche A-CHF (in the case of clause (ii) of this subsection) or the Lenders holding at least a majority of the Tranche A-UK Term Loans (in the case of clause (iii) of this subsection), (i) all or any part of any outstanding LIBOR Rate Loans under the Revolving Facility shall be redenominated (if not Offshore U.S. Dollar Loans) and converted into ABR Loans with effect from the last day of the Interest Period with respect to such LIBOR Rate Loans, (ii) at the end of the current Interest Period therefor, each Tranche A-CHF Term Loan shall not be continued for any Interest Period but instead shall bear interest at a rate per annum equal to the Applicable Margin for Tranche A-A- CHF Term Loans, plus the Overnight Rate for the Applicable Currency from time to time in effect or such other rate as may be agreed to by CH Borrower and the Lenders holding at least a majority of the Tranche A-CHF Term Loans and specified to the Administrative Agent, and (iii) at the end of the current Interest Period therefor, each Tranche A-UK Term Loan shall not be continued for any Interest Period but instead shall bear interest at a rate per annum equal to the Applicable Margin for Tranche A-UK Term Loans, plus the Overnight Rate for the Applicable Currency from time to time in effect or such other rate as may be agreed to by UK Borrower and the Lenders holding at least a majority of the Tranche A-UK Term Loans and specified to the Administrative Agent. The Administrative Agent will promptly notify the applicable Borrower of any request pursuant to the foregoing sentence. (e) The Revolving Borrowers shall be entitled to request that Revolving Facility Loans hereunder also be permitted to be made in any other lawful currency constituting a eurocurrency, in addition to the eurocurrencies specified in the definition of "Offshore Currency" herein, that in the opinion of the Required Revolving Facility Lenders is at such time freely traded in the offshore interbank foreign exchange markets and is freely transferable and freely convertible into U.S. Dollars (an "Agreed Alternative Currency"). The applicable Revolving Borrower shall deliver to the Administrative Agent any request for designation of an Agreed Alternative Currency not later than 10:00 a.m. (London, England time), at least ten Business Days in advance of the date of any Borrowing hereunder proposed to be made in such Agreed Alternative Currency. Upon receipt of any such request the Administrative Agent will promptly notify the Revolving Facility Lenders thereof, and each Lender will use its best efforts to respond to such request within two Business Days of receipt thereof. If the Administrative Agent has not received any response from a Revolving Facility Lender by the end of the day four Business Days prior to the date of Borrowing to be made in such Agreed Alternative Currency, the Administrative Agent shall conclusively presume the assent of such Lender. Each Revolving Facility Lender may grant or accept such request in its sole discretion. The Administrative Agent will promptly notify the applicable Revolving Borrower of the acceptance or rejection of any such request.