Mettler. Toledo International and any other Applicable Xxxxxxxx xxxxl pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
Mettler. Toledo International may at any time, upon not less thax 00 Xxxxxxxx Days' notice from Mettler-Toledo International to the Administrative Agent anx xxx Xxxxxxxxe Lender affected thereby (or such shorter period as may be agreed by the Administrative Agent and the Swingline Lender affected thereby in their sole discretion), designate any additional Subsidiary of Mettler-Toledo International (an "Applicant Borrower") as a Sxxxxxxxxx Xxxngline Borrower to receive Swingline Loans hereunder by delivering to the Administrative Agent and the Swingline Lender affected thereby a duly executed notice and agreement in substantially the form of Exhibit F hereto (a "Subsidiary Swingline Borrower Request and Assumption Agreement"). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to borrow Swingline Loans or request the issuance of Letters of Credit hereunder, the Administrative Agent and the Swingline Lender affected thereby shall have received (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent and the Swingline Lender affected thereby, as may be required by the Administrative Agent and the Swingline Lender affected thereby in their sole discretion (including without limitation, information necessary to evaluate (A) any withholding tax as may arise in respect of any Swingline Loans made to such Applicant Borrower, and (B) the manner in which Swingline Loans may be made available to the Applicant Borrower, including the requested Subsidiary Currency and the Subsidiary Currency Sublimit, and (ii) Swingline Notes signed by such new requested Subsidiary Swingline Borrower to the extent any Swingline Lender so requires. If the Administrative Agent and the Swingline Lender affected thereby agree that an Applicant Borrower shall be entitled to receive Swingline Loans hereunder, then promptly following receipt of all such resolutions, incumbency certificates, opinions of counsel and other documents or information from an Applicant Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit G hereto (a "Notice of Designation of Additional Subsidiary Swingline Borrower, Applicable Subsidiary Currency and Subsidiary Currency Sublimit") to Mettler-Toledo International, the Swingline Lender affected therxxx xxx xxx xxher Lenders specifying the effective date upon wh...
Mettler. Toledo International shall guarantee the Obligations ox xxxx xx xxx other Revolving Borrowers and each of the Subsidiary Swingline Borrowers pursuant to Article XI hereof.
Mettler. Toledo International may from time to time, upon not lexx xxxx 00 Xxxiness Days' notice from Mettler-Toledo International to the Administrative Agent and xxx Xxxxxxxxx Lender affected thereby (or such shorter period as may be agreed by the Administrative Agent and the Swingline Lender affected thereby in their sole discretion), terminate a Subsidiary Swingline Borrower's status as such, provided that there are no outstanding Swingline Loans payable by such Subsidiary Swingline Borrower, or other amounts payable by such Subsidiary Swingline Borrower on account of any Swingline Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of a Subsidiary Swingline Borrower.
Mettler. Toledo International shall pay (or cause the Applicablx Xxxxxxxx xx pay) to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan; provided Mettler-Toledo International shall have received at least 15 dxxx' xxxxx xxxice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 15 days from receipt of such notice.
Mettler. Toledo International hereby unconditionally and irrevocxxxx xxxxxx xxomptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Lender protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Designated Borrower or any other Person or any collateral.
Mettler. Toledo International hereby unconditionally and xxxxxxxxxxx waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
Mettler. Toledo International hereby unconditionally and xxxxxxxxxxx waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of Mettler-Toledo International or other rights of Metxxxx-Xxxxxx Xxternational to proceed against any Designatxx Xxxxxxxx or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of Mettler-Toledo International under this Guaranty.
Mettler. Toledo International, a Borrower under the Agreement, xxxxxx xxxxxxxs, on behalf of itself or, if applicable, the other Revolving Borrower referenced in item 6 below (select one): [ ] A Borrowing of Revolving Loans [ ] A conversion of Revolving Loans [ ] A continuation of Eurocurrency Rate Loans
Mettler. Toledo International hereby requests on behalf ox xxx Xxxxxxxary Swingline Borrowers set forth below, that the Subsidiary Currency Sublimits for such Subsidiary Swingline Borrowers be adjusted, which adjustment(s) shall be effective upon the required consents, as set forth below: ----------------------------------------------------------------------------- Name of Subsidiary Swingline Borrower Subsidiary Currency and Sublimit ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- Mettler-Toledo International hereby represents and warrants thxx xxx xxxxxxxent to the Subsidiary Swingline Sublimit complies with the requirements in the definition of the "Subsidiary Swingline Borrower Sublimit" and with the provisions of the Agreement. This Subsidiary Swingline Borrower Sublimit Adjustment Consent shall constitute a Loan Document under the Credit Agreement. [Signature Page Follows] METTLER-TOLEDO INTERNATIONAL INC. Xx: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- Consented to: [SWINGLINE LENDER] By: ---------------------------------- Name: ---------------------------------- Title: ---------------------------------- [This Consent is being presented pursuant to the last sentence of [Section 2.03(c)(v)] [Section 2.04(e)(iv)] of the Agreement.
