Common use of Borrowing Procedures for Swingline Loans Clause in Contracts

Borrowing Procedures for Swingline Loans. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, and must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger multiple of $100,000 and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereof. Subject to the terms and conditions set forth herein, the Swingline Lender shall make each Swingline Loan available to the Borrower, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Swingline Borrowing shall be made upon the Parent Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the applicable Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Borrowing Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower, or may be given by telephone (if immediately confirmed in writing by delivery of such Borrowing Notice consistent with such telephonic notice) and must be received by the such applicable Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time (New York City time) on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 100,000 or a larger multiple of $100,000 50,000, and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, the such Swingline Lender will notify the Administrative Agent of the contents thereof. Subject Unless such Swingline Lender has received notice from the Administrative Agent (including at the request of the Majority Revolving Credit Lenders) prior to 2:00 p.m. (New York City time) on such requested borrowing date (A) directing such Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first sentence of clause (i) of this Section 2.01(c) or (B) that one or more of the applicable conditions set forth in Section 6.02 is not then satisfied, then, subject to the terms and conditions set forth herein, the such Swingline Lender shall make each Swingline Loan available to the BorrowerBorrowers, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time (New York City time) on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Parent Borrower, provided that, unless the applicable Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the such Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 12:00 p.m., Local Time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be in a minimum of $100,000, and (ii) the form requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Committed Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, and must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger multiple of $100,000 and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a the Swingline Lender of such noticeany telephonic Swingline Loan Notice, such the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such notice Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Subject Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent at the request of the Required Revolving Lenders prior to 1:00 p.m., Local Time, on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Swingline Lender shall may, not later than 2:00 p.m., Local Time, on the borrowing date specified in such Swingline Loan Notice, make each the amount of its Swingline Loan available to the Borrower, Borrower at its office by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time crediting the account of the Borrower on the requested date books of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day in immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in fullavailable funds.

Borrowing Procedures for Swingline Loans. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed given by a Responsible Officer of the Borrower, and must be received by telephone to the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time 2:00 p.m., New York City time, on the date of the requested Borrowing of Swingline BorrowingLoan, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 100,000 or a larger multiple of $100,000 and 100,000, (ii) the date of such Borrowing of Swingline Borrowing Loans (which shall be a Business Day), (iii) (other than in the case of Swingline Loans requested to finance the reimbursement of an LC Disbursement, in which case Section 2.03(vi) shall apply) if the funds are not to be credited to a general deposit account of the Borrower maintained with the Swingline Lender because the Borrower is unable to maintain a general deposit account with the Swingline Lender under applicable Requirements of Law, the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.04 and (iv) shall otherwise contain the information required for Borrowing Requests set forth in Section 2.03. Promptly after receipt Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by a hand delivery or facsimile to the Administrative Agent and the Swingline Lender of such notice, such Swingline Lender will confirm with a written Borrowing Request signed by the Administrative Agent that the Administrative Agent has also received such notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereofBorrower. Subject to the terms and conditions set forth herein, the such Swingline Lender shall make each Swingline Loan available to the Borrower by credit to the Borrower, ’s account with such Swingline Lender or by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline LenderLender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.22(d), by remittance to the respective Issuing Bank), not later than 3:00 p.m. Local Time p.m., New York City time, on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in fullLoan.

Borrowing Procedures for Swingline Loans. Each Unless otherwise agreed between the applicable Swingline Lender and Xxxxxxx-Xxxxxx International, each Swingline Borrowing shall be made upon the Subsidiary Swingline Borrower’s irrevocable notice (to the applicable Swingline Lender, which notice may be telephonic if promptly followed given by a written notice signed by a Responsible Officer) to telephone. To the Swingline Lender and the Administrative Agent. Each extent any such notice shall be in the form of a written Committed Loan Noticeis delivered, appropriately completed and signed by a Responsible Officer of the Borrower, and such notice must be received by the applicable Swingline Lender not later than 11:00 a.m. (local time) one Business Day prior to the date of Borrowing unless otherwise agreed between the applicable Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the requested Swingline BorrowingXxxxxxx-Xxxxxx International, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger whole multiple of $100,000 in excess thereof or the Dollar Equivalent thereof if denominated in another Subsidiary Currency unless otherwise agreed between the applicable Swingline Lender and Xxxxxxx-Xxxxxx International, (ii) the requested date of such Swingline Borrowing (Borrowing, which shall be a Business DayDay and (iii) the requested interest rate, margin and interest period (if any). Promptly after receipt Each such telephonic notice must be confirmed on the same Business Day by a delivery to the Swingline Lender of such notice, a written swingline loan notice in form and substance acceptable to such Swingline Lender, appropriately completed and signed by a Responsible Officer of the applicable Subsidiary Swingline Borrower. Unless the Swingline Lender will confirm with has received notice (by telephone or in writing) from the Administrative Agent that (including at the Administrative Agent has also received such notice and, if not, request of any Lender) prior to the proposed Swingline Borrowing (A) directing the Swingline Lender will notify the Administrative Agent not to make such Swingline Loan as a result of the contents thereof. Subject limitations set forth in the proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Swingline Lender shall make each the amount of its Swingline Loan available in the Same Day Funds to the Borrower, applicable Subsidiary Swingline Borrower at the place and in the manner agreed to by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Swingline Borrowing shall be made upon the Parent Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower, and must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger multiple of $100,000 and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereof. Subject to the terms and conditions set forth herein, the Swingline Lender shall make each Swingline Loan available to the Parent Borrower, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Parent Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed given by a Responsible Officer of the Borrower, and must be received by telephone to the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time 2:00 p.m., New York City time, on the date of the requested Borrowing of Swingline BorrowingLoan, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 100,000 or a larger multiple of $100,000 and 100,000, (ii) the date of such Borrowing of Swingline Borrowing Loans (which shall be a Business Day), (iii) (other than in the case of Swingline Loans requested to finance the reimbursement of an LC Disbursement, in which case Section 2.03(vi) shall apply) if the funds are not to be credited to a general deposit account of the Borrower maintained with the Swingline Lender because the Borrower is unable to maintain a general deposit account with the Swingline Lender under applicable Requirements of Law, the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.04 and (iv) shall otherwise contain the information required for Borrowing Requests set forth in Section 2.03. Promptly after receipt Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by a hand delivery or facsimile to the Administrative Agent and the Swingline Lender of such notice, such Swingline Lender will confirm with a written Borrowing Request signed by the Administrative Agent that the Administrative Agent has also received such notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereofBorrower. Subject to the terms and conditions set forth herein, the such Swingline Lender shall make each Swingline Loan available to the Borrower by credit to the Borrower, ’s account with such Swingline Lender or by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.such

Borrowing Procedures for Swingline Loans. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, and must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time noon on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger multiple of $100,000 and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereof. Subject to the terms and conditions set forth herein, the Swingline Lender shall make each Swingline Loan available to the Borrower, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any U.S. Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 2.18(c) and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to nonNon-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Unless otherwise agreed between the applicable Swingline Lender and Xxxxxxx-Xxxxxx International, each Swingline Borrowing shall be made upon the Subsidiary Swingline Borrower’s irrevocable notice (to the applicable Swingline Lender, which notice may be telephonic if promptly followed given by a written notice signed by a Responsible Officer) to telephone or electronic mail. To the Swingline Lender and the Administrative Agent. Each extent any such notice shall be in the form of a written Committed Loan Noticeis delivered, appropriately completed and signed by a Responsible Officer of the Borrower, and such notice must be received by the applicable Swingline Lender not later than 11:00 a.m. (local time) one Business Day prior to the date of Borrowing unless otherwise agreed between the applicable Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the requested Swingline BorrowingXxxxxxx-Xxxxxx International, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger whole multiple of $100,000 in excess thereof or the Dollar Equivalent thereof if denominated in another Subsidiary Currency unless otherwise agreed between the applicable Swingline Lender and Xxxxxxx-Xxxxxx International, (ii) the requested date of such Swingline Borrowing (Borrowing, which shall be a Business DayDay and (iii) the requested interest rate, margin and interest period (if any). Promptly after receipt Each such telephonic notice must be confirmed on the same Business Day by a delivery to the Swingline Lender of such notice, a written swingline loan notice in form and substance acceptable to such Swingline Lender, appropriately completed and signed by a Responsible Officer of the applicable Subsidiary Swingline Borrower. Unless the Swingline Lender will confirm with has received notice (by telephone or in writing) from the Administrative Agent that (including at the Administrative Agent has also received such notice and, if not, request of any Lender) prior to the proposed Swingline Borrowing (A) directing the Swingline Lender will notify the Administrative Agent not to make such Swingline Loan as a result of the contents thereof. Subject limitations set forth in the proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Swingline Lender shall make each the amount of its Swingline Loan available in the Same Day Funds to the Borrower, applicable Subsidiary Swingline Borrower at the place and in the manner agreed to by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Unless otherwise agreed between the applicable Swingline Lender and Mxxxxxx-Xxxxxx International, each Swingline Borrowing shall be made upon the Subsidiary Swingline Borrower’s irrevocable notice (to the applicable Swingline Lender, which notice may be telephonic if promptly followed given by a written notice signed by a Responsible Officer) to telephone. To the Swingline Lender and the Administrative Agent. Each extent any such notice shall be in the form of a written Committed Loan Noticeis delivered, appropriately completed and signed by a Responsible Officer of the Borrower, and such notice must be received by the applicable Swingline Lender not later than 11:00 a.m. (local time) one Business Day prior to the date of Borrowing unless otherwise agreed between the applicable Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the requested Swingline BorrowingMxxxxxx-Xxxxxx International, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger whole multiple of $100,000 in excess thereof or the Dollar Equivalent thereof if denominated in another Subsidiary Currency unless otherwise agreed between the applicable Swingline Lender and Mxxxxxx-Xxxxxx International, (ii) the requested date of such Swingline Borrowing (Borrowing, which shall be a Business DayDay and (iii) the requested interest rate, margin and interest period (if any). Promptly after receipt Each such telephonic notice must be confirmed on the same Business Day by a delivery to the Swingline Lender of such notice, a written swingline loan notice in form and substance acceptable to such Swingline Lender, appropriately completed and signed by a Responsible Officer of the applicable Subsidiary Swingline Borrower. Unless the Swingline Lender will confirm with has received notice (by telephone or in writing) from the Administrative Agent that (including at the Administrative Agent has also received such notice and, if not, request of any Lender) prior to the proposed Swingline Borrowing (A) directing the Swingline Lender will notify the Administrative Agent not to make such Swingline Loan as a result of the contents thereof. Subject limitations set forth in the proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Swingline Lender shall make each the amount of its Swingline Loan available in the Same Day Funds to the Borrower, applicable Subsidiary Swingline Borrower at the place and in the manner agreed to by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Unless otherwise agreed between the applicable Swingline Lender and Xxxxxxx-Xxxxxx International, each Swingline Borrowing shall be made upon the Subsidiary Swingline Borrower’s irrevocable notice (to the applicable Swingline Lender, which notice may be telephonic if promptly followed given by a written notice signed by a Responsible Officer) to telephone. To the Swingline Lender and the Administrative Agent. Each extent any such notice shall be in the form of a written Committed Loan Noticeis delivered, appropriately completed and signed by a Responsible Officer of the Borrower, and such notice must be received by the applicable Swingline Lender not later than 11:00 a.m. (local time) one Business Day prior to the date of Borrowing unless otherwise agreed between the applicable Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the requested Swingline BorrowingXxxxxxx-Xxxxxx International, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger whole multiple of $100,000 in excess thereof or the Dollar Equivalent thereof if denominated in another Subsidiary Currency unless otherwise agreed between the applicable Swingline Lender and Xxxxxxx-Xxxxxx International, (ii) the requested date of such Swingline Borrowing (Borrowing, which shall be a Business DayDay and (iii) the requested interest rate, margin and interest period (if any). Promptly after receipt Each such telephonic notice must be confirmed on the same Business Day by a delivery to the Swingline Lender of such notice, a written swingline loan notice in form and substance acceptable to such Swingline Lender, appropriately completed and signed by a Responsible Officer of the applicable Subsidiary Swingline Borrower. Unless the Swingline Lender will confirm with has received notice (by telephone or in writing) from the Administrative Agent that (including at the Administrative Agent has also received such notice and, if not, request of any Lender) prior to the proposed Swingline Borrowing (A) directing the Swingline Lender will notify the Administrative Agent not to make such Swingline Loan as a result of the contents thereof. Subject limitations set forth in the proviso to the first sentence of Section 2.04(a) or (B) that one 55 or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Swingline Lender shall make each the amount of its Swingline Loan available in the Same Day Funds to the Borrower, applicable Subsidiary Swingline Borrower at the place and in the manner agreed to by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Unless otherwise agreed between the applicable Swingline Lender and Xxxxxxx-Xxxxxx International, each Swingline Borrowing shall be made upon the Subsidiary Swingline Borrower’s 's irrevocable notice (to the applicable Swingline Lender, which notice may be telephonic if promptly followed given by a written notice signed by a Responsible Officer) to telephone. To the Swingline Lender and the Administrative Agent. Each extent any such notice shall be in the form of a written Committed Loan Noticeis delivered, appropriately completed and signed by a Responsible Officer of the Borrower, and such notice must be received by the applicable Swingline Lender not later than 11:00 a.m. (local time) one Business Day prior to the date of Borrowing unless otherwise agreed between the applicable Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the requested Swingline BorrowingXxxxxxx-Xxxxxx International, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger whole multiple of $100,000 in excess thereof or the Dollar Equivalent thereof if denominated in another Subsidiary Currency unless otherwise agreed between the applicable Swingline Lender and Xxxxxxx-Xxxxxx International, (ii) the requested date of such Swingline Borrowing (Borrowing, which shall be a Business DayDay and (iii) the requested interest rate, margin and interest period (if any). Promptly after receipt Each such telephonic notice must be confirmed on the same Business Day by a delivery to the Swingline Lender of such notice, a written swingline loan notice in form and substance acceptable to such Swingline Lender, appropriately completed and signed by a Responsible Officer of the applicable Subsidiary Swingline Borrower. Unless the Swingline Lender will confirm with has received notice (by telephone or in writing) from the Administrative Agent that (including at the Administrative Agent has also received such notice and, if not, request of any Lender) prior to the proposed Swingline Borrowing (A) directing the Swingline Lender will notify the Administrative Agent not to make such Swingline Loan as a result of the contents thereof. Subject limitations set forth in the proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Swingline Lender shall make each the amount of its Swingline Loan available in the Same Day Funds to the Borrower, applicable Subsidiary Swingline Borrower at the place and in the manner agreed to by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Borrowing Notice, appropriately completed and signed by a Responsible Officer of the Borrower, or may be given by telephone (if immediately confirmed in writing by delivery of such a written Borrowing Notice consistent with such telephonic notice) and must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time 10:00 A.M. (New York City time) on the date of the requested Swingline Borrowingborrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger whole multiple of $100,000 50,000 in excess thereof, and (ii) the date of such Swingline Borrowing borrowing (which shall be a Business Day). Promptly after receipt by a Unless the Swingline Lender of such notice, such Swingline Lender will confirm with has received notice from the Administrative Agent that (including at the Administrative Agent has also received request of the Required Lenders) prior to 2:00 P.M. (New York City time) on such notice and, if not, requested borrowing date (A) directing the Swingline Lender will notify the Administrative Agent not to make such Swingline Loan as a result of the contents thereof. Subject limitations set forth in the first sentence of paragraph (a) of this Section or (B) that one or more of the applicable conditions set forth in Section 5.2 is not then satisfied or waived in accordance with this Agreement, then, subject to the terms and conditions set forth herein, the Swingline Lender shall make each Swingline Loan available to the Borrower, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such the Swingline Lender, not later than 3:00 p.m. Local Time P.M. (New York City time) on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Swingline Borrowing shall be made upon the US Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the US Borrower, and must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. noon Local Time on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger multiple of $100,000 and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereof. Subject to the terms and conditions set forth herein, the Swingline Lender shall make each Swingline Loan available to the US Borrower, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the US Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of a Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any US Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Swingline Borrowing shall be made upon the Parent Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the applicable Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Borrowing Notice, appropriately completed and signed by a Responsible Officer of the Parent Borrower, or may be given by telephone (if immediately confirmed in writing by delivery of such Bor- rowing Notice consistent with such telephonic notice) and must be received by the such applicable Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time (New York City time) on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 100,000 or a larger multiple of $100,000 50,000, and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Adminis- trative Agent that the Administrative Agent has also received such notice and, if not, the such Swingline Lender will notify the Administrative Agent of the contents thereof. Subject Unless such Swingline Lender has received notice from the Administrative Agent (including at the request of the Majority Revolving Credit Lenders) prior to 2:00 p.m. (New York City time) on such requested borrowing date (A) directing such Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first sentence of clause (i) of this Section 2.01(c) or (B) that one or more of the applicable conditions set forth in Section 6.02 is not then satisfied, then, subject to the terms and conditions condi- tions set forth herein, the such Swingline Lender shall make each Swingline Loan available to the BorrowerBorrowers, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time (New York City time) on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Parent Borrower, provided pro- vided that, unless the applicable Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the such Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Borrowing of Swingline Borrowing Loans shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed given by a Responsible Officer of the Borrower, and must be received by telephone to the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time 2:00 p.m., New York City time, on the date of the requested Borrowing of Swingline BorrowingLoan, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 100,000 or a larger multiple of $100,000 and 100,000, (ii) the date of such Borrowing of Swingline Borrowing Loans (which shall be a Business Day), (iii) (other than in the case of Swingline Loans requested to finance the reimbursement of an LC Disbursement, in which case Section 2.03(vi) shall apply) if the funds are not to be credited to a general deposit account of the Borrower maintained with the Swingline Lender because the Borrower is unable to maintain a general deposit account with the Swingline Lender under applicable Requirements of Law, the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.04 and (iv) shall otherwise contain the information required for Borrowing Requests set forth in Section 2.03. Promptly after receipt Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by a hand delivery or facsimile to the Administrative Agent and the Swingline Lender of such notice, such Swingline Lender will confirm with a written Borrowing Request signed by the Administrative Agent that the Administrative Agent has also received such notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereofBorrower. Subject to the terms and conditions set forth herein, the such Swingline Lender shall make each Swingline Loan available to the Borrower by credit to the Borrower, ’s account with such Swingline Lender or by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline LenderLender (or, in the case of a Swingline Loan made to finance 127 the reimbursement of an LC Disbursement as provided in Section 2.22(d), by remittance to the respective Issuing Bank), not later than 3:00 p.m. Local Time p.m., New York City time, on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in fullLoan.

Borrowing Procedures for Swingline Loans. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan NoticeBorrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, or may be given by telephone (if immediately confirmed in writing by delivery of such a written Borrowing Request consistent with such telephonic notice) and must be received by the such Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time 11:00 a.m. (New York City time) on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger multiple of $100,000 100,000, and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, the such Swingline Lender will notify the Administrative Agent of the contents thereof. Subject Unless such Swingline Lender has received notice from the Administrative Agent (including at the request of the Required Lenders) prior to 2:00 p.m. (New York City time) on such requested borrowing date (A) directing such Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first sentence of paragraph (a) of this Section or (B) that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, then, subject to the terms and conditions set forth herein, the such Swingline Lender shall make each Swingline Loan available to the Borrower, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time (New York City time) on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the such Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Borrowing of a Swingline Borrowing Loan shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the applicable Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan NoticeBorrowing Request, appropriately completed and signed by a Responsible Officer an authorized officer of the Borrower, or may be given by telephone (if immediately confirmed in writing by delivery of such a written Borrowing Request consistent with such telephonic notice) and must be received by the such applicable Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time 11:00 a.m. (New York City time), on the date of the requested Borrowing of a Swingline BorrowingLoan, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger multiple of $100,000 and (ii) the date of such Borrowing of a Swingline Borrowing Loan (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, the such Swingline Lender will notify the Administrative Agent of the contents thereof. Subject Unless such Swingline Lender has received notice from the Administrative Agent (including at the request of the Required Lenders) prior to 2:00 p.m. (New York City time), on such requested borrowing date (A) directing such Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first sentence of paragraph (a) of this Section or (B) that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, then, subject to the terms and conditions set forth herein, the such Swingline Lender shall make each Swingline Loan available to the Borrower, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time (New York City time), on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, ; provided that, unless the applicable Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the such Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.

Borrowing Procedures for Swingline Loans. Each Swingline Borrowing shall be made upon the Borrower’s irrevocable notice (which notice may be telephonic if promptly followed by a written notice signed by a Responsible Officer) to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, and must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger multiple of $100,000 and (ii) the date of such Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereof. Subject to the terms and conditions set forth herein, the Swingline Lender shall make each Swingline Loan available to the Borrower, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.83

Borrowing Procedures for Swingline Loans. Each Unless otherwise agreed between the applicable Swingline Lender and Mettler-Toledo International, each Swingline Borrowing shall be made upon xx xxxx xxxn the Subsidiary Swingline Borrower’s 's irrevocable notice (to the applicable Swingline Lender, which notice may be given by telephone. To the extent any such notice is delivered, such notice must be received by the applicable Swingline Lender not later than 11:00 a.m. (local time) one Business Day prior to the date of Borrowing unless otherwise agreed between the applicable Swingline Lender and Mettler-Toledo International, and shall specify (i) the amxxxx xx xx xxrrowed, which shall be a minimum of $500,000 or a whole multiple of $100,000 in excess thereof or the Dollar Equivalent thereof if denominated in another Subsidiary Currency unless otherwise agreed between the applicable Swingline Lender and Mettler-Toledo International, (ii) the requested date of Borxxxxxx, xxxxx shall be a Business Day and (iii) the requested interest rate, margin and interest period (if any). Each such telephonic if promptly followed notice must be confirmed on the same Business Day by a written notice signed by a Responsible Officer) delivery to the Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Noticeswingline loan notice in form and substance acceptable to such Swingline Lender, appropriately completed and signed by a Responsible Officer of the applicable Subsidiary Swingline Borrower, and must be received by . Unless the Swingline Lender and has received notice (by telephone or in writing) from the Administrative Agent not later than 1:00 p.m. Local Time on (including at the date request of any Lender) prior to the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $500,000 or a larger multiple of $100,000 and (ii) the date of such proposed Swingline Borrowing (which shall be a Business Day). Promptly after receipt by a Swingline Lender of such notice, such Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, A) directing the Swingline Lender will notify the Administrative Agent not to make such Swingline Loan as a result of the contents thereof. Subject limitations set forth in the proviso to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions set forth hereinhereof, the Swingline Lender shall make each the amount of its Swingline Loan available in the Same Day Funds to the Borrower, applicable Subsidiary Swingline Borrower at the place and in the manner agreed to by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) such Swingline Lender, not later than 3:00 p.m. Local Time on the requested date of such Swingline Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swingline Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swingline Lender). Notwithstanding anything herein to the contrary, no Swingline Lender shall be obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of an Event of Default, (B) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Revolving Credit Lenders or (C) at a time when any Revolving Credit Lender is a Defaulting Lender as set forth in Section 2.16 and the amount of such Defaulting Lender’s participation in Swingline Loans has not been reallocated to non-Defaulting Lenders or Cash Collateralized or Backstopped in full.