U.K Clause Samples

U.K. Pensions. No Loan Party is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993); and neither Holdings nor any of its Subsidiaries is or has at any time in the last six (6) years been “connected” with or is or has at any time in the last two (2) years been an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

U.K. An EFTA State which intends to make use of this Protocol shall notify the Depositary and the Court of Justice of the European Communities to what extent and according to what modalities the Protocol will apply to its courts and tribunals.

U.K. Facility. The Lead Borrower may elect that Borrowings under the U.K. Facility be: (i) for Borrowings denominated in Dollars, (A) Base Rate Loans (bearing interest at the applicable Base Rate plus the Applicable Margin) or (B) Eurocurrency Rate Loans (bearing interest at the Eurocurrency Rate plus the Applicable Margin); (ii) for Borrowings denominated in Sterling, (A) Base Rate Loans (bearing interest at the applicable Base Rate plus the Applicable Margin) or (B) Eurocurrency Rate Loans (bearing interest at the Eurocurrency Rate plus the Applicable Margin); or (iii) for Borrowings denominated in Euros, (A) Base Rate Loans (bearing interest at the applicable Base Rate plus the Applicable Margin) or (B) Eurocurrency Rate Loans (bearing interest at the Eurocurrency Rate plus the Applicable Margin). Notwithstanding the foregoing, Swing Line Loans made under the U.K. Facility will be Base Rate Loans (bearing interest at the applicable Base Rate plus the Applicable Margin).

U.K. Borrower. (a) The U.K. Borrower hereby irrevocably appoints the U.S. Borrower as its agent for all purposes of this Agreement and the other Loan Documents, and the U.S. Borrower hereby accepts such appointment, including (i) the giving and receipt of notices (including any Notice of Borrowing and any Notice of Conversion or Continuation), delivery of certificates and other administrative functions set forth herein and in the other Loan Documents and (ii) the execution and delivery of all documents (including all amendments and waivers to any Loan Document), instruments and certificates contemplated herein. The U.

U.K. Charges. Under the law of each Obligor’s jurisdiction of incorporation it is not necessary that any Security Document be filed, recorded on enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to any Security Document or the transactions contemplated by any Security Document, except (a) registration of particulars of each Security Document executed by a U.K. Obligor at the Companies Registration Office in England and Wales in accordance with Part 25 (Company Charges) of the Companies Act 2006 or any regulations relating to the registration of charges made under, or applying the provisions of, the Companies Act 2006 (b) registration of each Security Document executed by a U.K. Obligor and pertaining to Real Estate at the Land Registry of Land Charges Registry in England and Wales and payment of associated fees (c) filing, registration or recordation on a voluntary basis or as required in order to perfect the security interest created by any U.K. Security Document in any relevant jurisdiction and (d) in each case, payment of associated fees, stamp taxes or mortgage duties.

U.K. Assets. Eyeshop will use its best efforts to acquire the ----------- assets of Eyeshop Limited from liquidation in the United Kingdom.

U.K. Purchase Agreement and Receivables --------------------------------------- Collection Agreement. -------------------- On or prior to Closing, Seller and Purchaser shall have consummated the U.K. Purchase Agreement and any supporting documentation required to give effect to the U.K. Purchase Agreement and shall have entered into the Receivable Collection Agreement.

U.K. Pensions. Each U.K. Loan Party shall ensure that neither it nor any of its Restricted Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 199) or “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer.

U.K. Borrower