Common use of (e) Clause in Contracts

(e). The obligation of each Lender to make payments to the Administrative Agent, for the account of an Issuing Bank, in accordance with this Section 2.15 shall be absolute and unconditional and no Lender shall be relieved of its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason (other than the gross negligence or willful misconduct of such Issuing Bank in paying such Letter of Credit, as determined by a final non-appealable judgment of a court of competent jurisdiction). Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against any Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any of their Subsidiaries, (iv) any breach of this Agreement by the Borrowers or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Administrative Agent shall promptly remit to such Issuing Bank the amounts so received from the other Lenders; provided that if such payment is required to be returned for any reason to the Borrowers or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Issuing Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent. Any overdue amounts payable by the Lenders to an Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Business Days, at the Federal Funds Rate, and (y) thereafter, at the Base Rate. Notwithstanding the foregoing, at the request of the Administrative Agent, the Swing Bank may, at its option and subject to the conditions set forth in Section 2.2(g) other than the condition that the applicable conditions precedent set forth in Article 4 be satisfied, make Swing Loans to reimburse the Issuing Banks for amounts drawn under Letters of Credit.

(e). The obligation Borrower agrees that each participant shall be entitled to the benefits of Sections 2.10, 2.12, and 9.04(c) (subject to the requirements and limitations therein, including the requirements under Section 2.12(e) (it being understood that the documentation required under Section 2.12(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that such participant (A) agrees to be subject to the provisions of Section 2.17 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.10 or 2.12, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 9.05 as though it were a Lender; provided that such participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Lender to make payments to participant and the Administrative Agent, for principal amounts (and stated interest) of each participant’s interest in the account of an Issuing Bank, in accordance with this Section 2.15 shall be absolute and unconditional and Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall be relieved of its obligations have any obligation to make such payments by reason of noncompliance by disclose all or any other Person with the terms portion of the Letter Participant Register (including the idDeentity of Credit any participant or for any information relating to a participant’s interest in any commitments, loans or its other reason (other than obligations under any Loan Document) to any Person except to the gross negligence or willful misconduct of extent that such Issuing Bank in paying disclosure is necessary to establish that such Letter of Creditcommitment, as determined by a final non-appealable judgment of a court of competent jurisdiction). Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense loan or other right that such Lender or any other Person may have against any Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Revolving Loan Commitment, (iii) any adverse change obligation is in the condition (financial or otherwiseregistered form under Section Sf.103-1(c) of the Borrowers or any United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of their Subsidiaries, (iv) any breach such participation for all purposes of this Agreement by the Borrowers or notwithstanding any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Administrative Agent shall promptly remit to such Issuing Bank the amounts so received from the other Lenders; provided that if such payment is required to be returned for any reason notice to the Borrowers or to a trusteecontrary. For the avoidance of doubt, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Issuing Bank will return to the Administrative Agent any portion thereof previously distributed by the (in its capacity as Administrative Agent. Any overdue amounts payable by the Lenders to an Issuing Bank in respect of ) shall have no responsibility for maintaining a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Business Days, at the Federal Funds Rate, and (y) thereafter, at the Base Rate. Notwithstanding the foregoing, at the request of the Administrative Agent, the Swing Bank may, at its option and subject to the conditions set forth in Section 2.2(g) other than the condition that the applicable conditions precedent set forth in Article 4 be satisfied, make Swing Loans to reimburse the Issuing Banks for amounts drawn under Letters of CreditParticipant Register.

(e). The obligation of Borrower agrees to hold Issuing Bank and each Lender to make payments to harmless and indemnified against any liability or claim in connection with or arising out of the Administrative Agentsubject matter of this section, for WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ISSUING BANK OR ANY LENDER, provided only that the account of an Issuing Bank, in accordance with this Section 2.15 shall be absolute and unconditional and no Bank or such Lender shall not be relieved entitled to indemnification for that portion, if any, of any liability or claim which is proximately caused by its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason (other than the own individual gross negligence or willful misconduct as determined in a final judgment. In furtherance and not in limitation of such the foregoing, the Issuing Bank may accept documents that appear on their face to be in paying order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. If any Letter of Credit provides that it is transferable, the Issuing Bank shall have no duty to determine the proper identity of anyone appearing as transferee of such Letter of Credit, nor shall the Issuing Bank be charged with responsibility of any nature or character for the validity or correctness of any transfer or successive transfers, and payment by the Issuing Bank to any purported transferee or transferees as determined by a final non-appealable judgment the Issuing Bank is hereby authorized and approved, and the Borrower further agrees to hold the Issuing Bank and each Lender harmless and indemnified against any liability or claim in connection with or arising out of a court of competent jurisdiction). Each Lender’s obligation to fund its participation shall be absolute and unconditional and the foregoing, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ISSUING BANK OR ANY LENDER, provided only that the Issuing Bank or such Lender shall not be affected entitled to indemnification for that portion, if any, of any liability or claim which is caused by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense its own individual gross negligence or other right that such Lender or any other Person may have against any Issuing Bank or any other Person for any reason whatsoever, (ii) the existence willful misconduct. All of a Default or an Event of Default or the Borrower’s Obligations under this Section 2.3.6 shall survive termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial Commitments or otherwise) of the Borrowers or any of their Subsidiaries, (iv) any breach of this Agreement by the Borrowers or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any and repayment in full of the foregoing. The Administrative Agent shall promptly remit to such Issuing Bank the amounts so received from the other Lenders; provided that if such payment is required to be returned for any reason to the Borrowers or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Issuing Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent. Any overdue amounts payable by the Lenders to an Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Business Days, at the Federal Funds Rate, and (y) thereafter, at the Base Rate. Notwithstanding the foregoing, at the request of the Administrative Agent, the Swing Bank may, at its option and subject to the conditions set forth in Section 2.2(g) other than the condition that the applicable conditions precedent set forth in Article 4 be satisfied, make Swing Loans to reimburse the Issuing Banks for amounts drawn under Letters of CreditObligations.

(e). The obligation of Borrower agrees to hold Issuing Bank and each Lender to make payments to harmless and indemnified against any liability or claim in connection with or arising out of the Administrative Agentsubject matter of this section, for WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ISSUING BANK OR ANY LENDER, provided only that the account of an Issuing Bank, in accordance with this Section 2.15 shall be absolute and unconditional and no Bank or such Lender shall not be relieved entitled to indemnification for that portion, if any, of any liability or claim which is proximately caused by its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason (other than the own individual gross negligence or willful misconduct as determined in a final judgment. In furtherance and not in limitation of such the foregoing, the Issuing Bank may accept documents that appear on their face to be in paying order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. If any Letter of Credit provides that it is transferable, the Issuing Bank shall have no duty to determine the proper identity of anyone appearing as transferee of such Letter of Credit, nor shall the Issuing Bank be charged with responsibility of any nature or character for the validity or correctness of any transfer or successive transfers, and payment by the Issuing Bank to any purported transferee or transferees as determined by the Issuing Bank is hereby authorized and approved, and the Borrower further agrees to hold the Issuing Bank and each Lender harmless and indemnified against any liability or claim in connection with or arising out of the foregoing, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ISSUING BANK OR ANY LENDER, provided only that the Issuing Bank or such Lender shall not be entitled to indemnification for that portion, if any, of any liability or claim which is caused by its own individual gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment judgementjudgment. All of a court of competent jurisdiction). Each LenderBorrower’s obligation to fund its participation Obligations under this Section 2.3.6 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against any Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the survive termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial Commitments or otherwise) of the Borrowers or any of their Subsidiaries, (iv) any breach of this Agreement by the Borrowers or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any and repayment in full of the foregoing. The Administrative Agent shall promptly remit to such Issuing Bank the amounts so received from the other Lenders; provided that if such payment is required to be returned for any reason to the Borrowers or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Issuing Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent. Any overdue amounts payable by the Lenders to an Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Business Days, at the Federal Funds Rate, and (y) thereafter, at the Base Rate. Notwithstanding the foregoing, at the request of the Administrative Agent, the Swing Bank may, at its option and subject to the conditions set forth in Section 2.2(g) other than the condition that the applicable conditions precedent set forth in Article 4 be satisfied, make Swing Loans to reimburse the Issuing Banks for amounts drawn under Letters of CreditObligations.

(e). The obligation of Borrower agrees to hold Issuing Bank and each Lender to make payments to harmless and indemnified against any liability or claim in connection with or arising out of the Administrative Agentsubject matter of this section, for WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ISSUING BANK OR ANY LENDER, provided only that the account of an Issuing Bank, in accordance with this Section 2.15 shall be absolute and unconditional and no Bank or such Lender shall not be relieved entitled to indemnification for that portion, if any, of any liability or claim which is proximately caused by its obligations to make such payments by reason of noncompliance by any other Person with the terms of the Letter of Credit or for any other reason (other than the own individual gross negligence or willful misconduct as determined in a final judgment. In furtherance and not in limitation of such the foregoing, the Issuing Bank may accept documents that appear on their face to be in paying order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. If any Letter of Credit provides that it is transferable, the Issuing Bank shall have no duty to determine the proper identity of anyone appearing as transferee of such Letter of Credit, nor shall the Issuing Bank be charged with responsibility of any nature or character for the validity or correctness of any transfer or successive transfers, and payment by the Issuing Bank to any purported transferee or transferees as determined by the Issuing Bank is hereby authorized and approved, and the Borrower further agrees to hold the Issuing Bank and each Lender harmless and indemnified against any liability or claim in connection with or arising out of the foregoing, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY THE ISSUING BANK OR ANY LENDER, provided only that the Issuing Bank or such Lender shall not be entitled to indemnification for that portion, if any, of any liability or claim which is caused by its own individual gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment judgement. All of a court of competent jurisdiction). Each LenderBorrower’s obligation to fund its participation Obligations under this Section 2.3.6 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against any Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the survive termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial Commitments or otherwise) of the Borrowers or any of their Subsidiaries, (iv) any breach of this Agreement by the Borrowers or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any and repayment in full of the foregoing. The Administrative Agent shall promptly remit to such Issuing Bank the amounts so received from the other Lenders; provided that if such payment is required to be returned for any reason to the Borrowers or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Issuing Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent. Any overdue amounts payable by the Lenders to an Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable on demand, (x) for the first two (2) Business Days, at the Federal Funds Rate, and (y) thereafter, at the Base Rate. Notwithstanding the foregoing, at the request of the Administrative Agent, the Swing Bank may, at its option and subject to the conditions set forth in Section 2.2(g) other than the condition that the applicable conditions precedent set forth in Article 4 be satisfied, make Swing Loans to reimburse the Issuing Banks for amounts drawn under Letters of CreditObligations.

(e). The obligation Each employee who is called to as a juror or is s a witness in a legal proceeding, shall be leave of each Lender absence for such purpose, provided that upon completion of his jury or service such employee shall present to make payments his Department Head a satisfactory certificate showing the period of such service; shall be fulls w for the service; pro- vided that he shall pay to the Administrative AgentTreasurer of the Metropolitan the full amount of compensation receivedfor such service and obtain an official receipt there- for, it being understoodthat the amount does not include monies on days other than his regularlyscheduledwork day with the Metropolitan Corporation or any monies received for meal allowance or tra- velling allowances: and shall, upon being released from jury or wit- ness service in the account forenoon of an Issuing Bankany day, immediately telephone his Department instructions respecting his return to work and shall. upon receiving such instructions, Pregnancy parental leave, out pay, shall be in accordance with this Section 2.15 Part XI of -- Employment Standards Act o-f .O-n-ta-rio->”:~S-- as Pregnancy parental leave for an employee who does not qualify under XI of the said Act, shall be absolute and unconditional and no Lender at the discretion of the Head of the Departmentconcerned and, if granted, shall be relieved of its obligations leave which an employee is entitled to make such payments by reason of noncompliance by any other Person in accordance with Article or is granted in accordance with Article shall be at the terms discretion of the Letter of Credit or for any other reason (other than the gross negligence or willful misconduct of such Issuing Bank in paying such Letter of CreditDepartment Head concerned, as determined by a final non-appealable judgment of a court of competent jurisdiction). Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by involve any circumstanceexpense to the Metropolitan Corporation, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against any Issuing Bank or any other Person but shall result in no loss of seniority. The Metropolitan Corporation shall pro- vide the coverage and pay its share of the pre- miums for the benefits set out in and shall pay its share of the pension contributions under Article for any reason whatsoeverpregnancy and/or parental leave taken pursuant to Articles or unless the employee elects writing that they do not wish benefit coverage. Pregnancy and/or parental leave in ac- cordance with Articles or shall not involve any expense to the Metropolitan Cor- poration, (ii) the existence of a Default except as provided In and An employee who eligible for pregnancy leave under Article or an Event employee who requests and is granted pregnancy leave under Article shall be entitled, provided she is in of Default or the termination UnemploymentInsurancebenefitspur- suant to Section of the Revolving Loan CommitmentUnemployment In- surance Act, (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any of their Subsidiariesas amended, (iv) any breach of this Agreement by the Borrowers or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. The Administrative Agent shall promptly remit to such Issuing Bank the amounts so received from the other Lenders; provided that if such payment is required to be returned for any reason to the Borrowers or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Issuing Bank will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent. Any overdue amounts payable by the Lenders to an Issuing Bank in respect of a draw under any Letter of Credit shall bear interest, payable following payments while on demand, (x) for pregnancy leave: For the first two (2) Business Days, at the Federal Funds Rate, and (y) thereafter, at the Base Rate. Notwithstanding the foregoing, at the request weeks of the Administrative Agentpregnancy leave, the Swing Bank mayemployee receives no payments from the Metropolitan Corporation, at its option For the following fifteen (15) weeks of the pregnancy leave, the employee shall any from the Metropolitan payments equal to the difference between seventy-five percent (75%) of her regular rate and the of her weekly Insurance benefits and earnings. An employee who is eligible for parental leave under Article or who requests and is granted parental leave under shall be entitled, provided the employee is in of Unemployment Insurance benefits pursuant to the Unemployment Insurance Act, as amended, to the following payments while on parental leave: For the first two (2) weeks of the parental leave, the employee receives no payments from the Metropolitan Corporation (where applicable). "/& politan Co For the remainder of such parental leave, the employee shall receive from the Metro- rporation payments equal to the between seventy-five percent (75%) of the employee's regular rate and the sum of the employee's weekly Unem- ployment Insurance benefits and any other earnings. An employee who is granted an of parental leave in accordance with Article shall be responsiblefor paying in advance by post-dated the full premiums for the insurancecoverage referred to in Article for any period of such extension. Such employee shall be advised of the cost of the applicable benefits if the employee wishes to continue such coverage. Employee pension contributions during such extension shall be accordance with the regulations of the applicable pension plan. An employee who is required to attend a sitting of the Citizenship Court during his normal working hours for the purpose of obtaining his Canadian Citizenship shell, on one (1) occasion Subject to the the Department Head and subject to Article an employee may request and be granted of absence. without pay, of up to three (3) consecutive working days for personal reasons. Subject to Articles and an employee may utilize not more than six (6) working days per calendar year in order to care on Such absence be deducted from the conditions set forth in Section 2.2(g) other than the condition that the applicable conditions precedent set forth in Article 4 employee's bank of accumulated sick credits and shall not be satisfied, make Swing Loans to reimburse the Issuing Banks for amounts drawn under Letters of Credit.c as breaking a month's service. Article