Common use of Participation Interests Clause in Contracts

Participation Interests. On any date upon which the Fronting Lender shall be required to (i) make available the Fronted Percentage of any Foreign Currency Revolving Credit Advance pursuant to Section 1.1(a), Section 1.1(b)(iv) or pursuant to paragraph (b)(ii) of Annex B or (ii) purchase a participation interest in a Swing Line Advance denominated in a Foreign Currency pursuant to Section 1.1(b)(v), each Non-Foreign Currency Lender shall on such date be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided participation interest in such Advance in an amount equal to its Pro Rata Share of such Advance. The purchase price of any such participation interest shall be an amount, in Dollars, equal to the Dollar Equivalent of such Pro Rata Share as of the date payment by such Non-Foreign Currency Lenders of such purchase price is required hereunder; provided, however, that such purchase price need not be funded by any Non-Foreign Currency Lender unless and until the Fronting Lender, in its discretion, shall have made a demand therefor in writing to the Administrative Agent (which the Administrative Agent shall promptly forward to each Non-Foreign Currency Lender) with respect to each such participation interest following the occurrence of any Default or Event of Default or a good faith determination by the Fronting Lender that the portion of the interest it receives and retains on such Foreign Currency Revolving Credit Advances and Swing Line Loans does not adequately and fairly reflect the cost to the Fronting Lender of funding such amounts. Payment of such purchase price in respect of any such participation interest shall be made by each Non-Foreign Currency Lender in immediately available funds by wire transfer to the Fronting Lender’s account as set forth in Annex H not later than 2:00 p.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as Index Rate Loans, and not later than 10:00 a.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as LIBOR Loans. On any date upon which the Fronting Lender shall be required to purchase an undivided interest and participation in any Letter of Credit Obligation in respect of a Letter of Credit issued for the benefit of a Foreign Borrower pursuant to paragraph (b)(v) of Annex B, immediately and without further action whatsoever, each Non-Foreign Currency Lender shall be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided interest and participation in such participation interest. Each Non-Foreign Currency Lender shall fund its participation in all payments made under such Letters of Credit in the same manner as provided in the first sentence of this Section 9.9(e)(i) with respect to Foreign Currency Revolving Credit Advances, each of which Foreign Currency Revolving Credit Advances shall be in an amount equal to the Sterling Equivalent (if the applicable Letter of Credit was issued for the benefit of a U.K. Borrower) or Hong Kong Dollar Equivalent (if the applicable Letter of Credit was issued for the benefit of Sotheby’s H.K.) of such payment as of the date thereof.

Participation Interests. On any date upon which the Fronting Lender shall be required to (i) make available the Fronted Percentage of any Foreign Currency Sterling Revolving Credit Advance pursuant to Section 1.1(a), Section 1.1(b)(iv) or pursuant to paragraph (b)(ii) of Annex B or (ii) purchase a participation interest in a Swing Line Advance denominated in a Foreign Currency Sterling pursuant to Section 1.1(b)(v), each Non-Foreign Currency Sterling Lender shall on such date be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided participation interest in such Advance in an amount equal to its Pro Rata Share of such Advance. The purchase price of any such participation interest shall be an amount, in Dollars, equal to the Dollar Equivalent of such Pro Rata Share as of the date payment by such Non-Foreign Currency Sterling Lenders of such purchase price is required hereunder; provided, however, that such purchase price need not be funded by any Non-Foreign Currency Sterling Lender unless and until the Fronting Lender, in its discretion, shall have made a demand therefor in writing to the Administrative Agent (which the Administrative Agent shall promptly forward to each Non-Foreign Currency Sterling Lender) with respect to each such participation interest following the occurrence of any Default or Event of Default or a good faith determination by the Fronting Lender that the portion of the interest it receives and retains on such Foreign Currency Sterling Revolving Credit Advances and Swing Line Loans does not adequately and fairly reflect the cost to the Fronting Lender of funding such amounts. Payment of such purchase price in respect of any such participation interest shall be made by each Non-Foreign Currency Sterling Lender in immediately available funds by wire transfer to the Fronting Lender’s account as set forth in Annex H not later than 2:00 p.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as Index Rate Loans, and not later than 10:00 a.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as LIBOR Loans. On any date upon which the Fronting Lender shall be required to purchase an undivided interest and participation in any Letter of Credit Obligation in respect of a Letter of Credit issued for the benefit of a Foreign U.K. Borrower pursuant to paragraph (b)(v) of Annex B, immediately and without further action whatsoever, each Non-Foreign Currency Sterling Lender shall be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided interest and participation in such participation interest. Each Non-Foreign Currency Sterling Lender shall fund its participation in all payments made under such Letters of Credit in the same manner as provided in the first sentence of this Section 9.9(e)(i) with respect to Foreign Currency Sterling Revolving Credit Advances, each of which Foreign Currency Sterling Revolving Credit Advances shall be in an amount equal to the Sterling Equivalent (if the applicable Letter of Credit was issued for the benefit of a U.K. Borrower) or Hong Kong Dollar Equivalent (if the applicable Letter of Credit was issued for the benefit of Sotheby’s H.K.) of such payment as of the date thereof.

Participation Interests. On any date upon which the Fronting Lender shall be required to (i) make available the Fronted Percentage of any Foreign Currency Sterling Revolving Credit Advance pursuant to Section 1.1(a), Section 1.1(b)(iv) or pursuant to paragraph (b)(ii) of Annex B or (ii) purchase a participation interest in a Swing Line Advance denominated in a Foreign Currency Sterling pursuant to Section 1.1(b)(v), each Non-Foreign Currency Sterling Lender shall on such date be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided participation interest in such Advance in an amount equal to its Pro Rata Share of such Advance. The purchase price of any such participation interest shall be an amount, in Dollars, equal to the Dollar Equivalent of such Pro Rata Share as of the date payment by such Non-Foreign Currency Sterling Lenders of such purchase price is required hereunder; provided, however, that such purchase price need not be funded by any Non-Foreign Currency Sterling Lender unless and until the Fronting Lender, in its discretion, shall have made a demand therefor in writing to the Administrative Agent (which the Administrative Agent shall promptly forward to each Non-Foreign Currency Sterling Lender) with respect to each such participation interest following the occurrence of any Default or Event of Default or a good faith determination by the Fronting Lender that the portion of the interest it receives and retains on such Foreign Currency Revolving Credit Advances and Swing Line Loans does not adequately and fairly reflect the cost to the Fronting Lender of funding such amountsDefault. Payment of such purchase price in respect of any such participation interest shall be made by each Non-Foreign Currency Sterling Lender in immediately available funds by wire transfer to the Fronting Lender’s account as set forth in Annex H not later than 2:00 p.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as Index Rate Loans, and not later than 10:00 a.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as LIBOR Loans. On any date upon which the Fronting Lender shall be required to purchase an undivided interest and participation in any Letter of Credit Obligation in respect of a Letter of Credit issued for the benefit of a Foreign U.K. Borrower pursuant to paragraph (b)(v) of Annex B, immediately and without further action whatsoever, each Non-Foreign Currency Sterling Lender shall be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided interest and participation in such participation interest. Each Non-Foreign Currency Sterling Lender shall fund its participation in all payments made under such Letters of Credit in the same manner as provided in the first sentence of this Section 9.9(e)(i) with respect to Foreign Currency Sterling Revolving Credit Advances, each of which Foreign Currency Sterling Revolving Credit Advances shall be in an amount equal to the Sterling Equivalent (if the applicable Letter of Credit was issued for the benefit of a U.K. Borrower) or Hong Kong Dollar Equivalent (if the applicable Letter of Credit was issued for the benefit of Sotheby’s H.K.) of such payment as of the date thereof.

Participation Interests. On any date upon which the Fronting Lender shall be required to (i) make available the Fronted Percentage of any Foreign Currency Revolving Credit Advance pursuant to Section 1.1(a), Section 1.1(b)(iv) or pursuant to paragraph (b)(ii) of Annex B or (ii) purchase a participation interest in a Swing Line Advance denominated in a Foreign Currency pursuant to Section 1.1(b)(v), each Non-Foreign Currency Lender shall on such date be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided participation interest in such Advance in an amount equal to its Pro Rata Share of such Advance. The purchase price of any such participation interest shall be an amount, in Dollars, equal to the Dollar Equivalent of such Pro Rata Share as of the date payment by such Non-Foreign Currency Lenders of such purchase price is required hereunder; provided, however, that such purchase price need not be funded by any Non-Foreign Currency Lender unless and until the Fronting Lender, in its discretion, shall have made a demand therefor in writing to the Administrative Agent (which the Administrative Agent shall promptly forward to each Non-Foreign Currency Lender) with respect to each such participation interest following the occurrence of any Default or Event of Default or a good faith determination by the Fronting Lender that the portion of the interest it receives and retains on such Foreign Currency Revolving Credit Advances and Swing Line Loans does not adequately and fairly reflect the cost to the Fronting Lender of funding such amounts. Payment of such purchase price in respect of any such participation interest shall be made by each Non-Foreign Currency Lender in immediately available funds by wire transfer to the Fronting Lender’s account as set forth in Annex H not later than 2:00 p.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as Index Rate Loans, and not later than 10:00 a.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as LIBOR Loans. On any date upon which the Fronting Lender shall be required to purchase an undivided interest and participation in any Letter of Credit Obligation in respect of a Letter of Credit issued for the benefit of a Foreign Borrower pursuant to paragraph (b)(v) of Annex B, immediately and without further action whatsoever, each Non-Foreign Currency Lender shall be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided interest and participation in such participation interest. Each Non-Foreign Currency Lender shall fund its participation in all payments made under such Letters of Credit in the same manner as provided in the first sentence of this Section 9.9(e)(i) with respect to Foreign Currency Revolving Credit Advances, each of which Foreign Currency Revolving Credit Advances shall be in an amount equal to the Sterling Equivalent (if the applicable Letter of Credit was issued for the benefit of a U.K. Borrower) or Hong Kong Dollar Equivalent (if the applicable Letter of Credit was issued for the benefit of Sotheby’s H.K.) of such payment as of the date thereof.

Participation Interests. On any date upon which the Fronting Lender The Participants shall be required bound, for purposes of the Seaside Loan, by all provisions of the Loan Agreement with regard to the relationship among them and with the Collateral Agent and the Administrative Agent. 7. Consent to Availability of Eurodollar Rate: Lender, on a limited basis only, hereby consents to the election by Borrower to have the entire (but not less than the entire) outstanding Principal balance under the Tem1 Loan accrue interest at the Adjusted Eurodollar Rate for some or all of the period from May 31, 1997, to and including July 31, 1997, on the following terms and conditions: (a) No later than 10:00 a.m. Eastem Standard Time on the date Borrower intends that the requested Eurodollar Interest Period commence, Borrower shall notify Administrative Agent, in writing (by telex, facsimile or other written means) that Borrower desires to have the entire outstanding Principal balance of the Term Loan become a Eurodollar Portion, the desired length of the Eurodollar Interest Period on such Eurodollar Portion and the desired date of commencement of the Eurodollar Interest Period. The expiration date of the Eurodollar Interest Period shall not extend beyond July 31, 1997. If the above conditions are met, Agent shall quote to Borrower the Adjusted Eurodollar and the Eurodollar Interest Period shall commence immediately (on the same Business Day) on the requested Eurodollar Portion. Administrative Agent shall thereafter confirm to Borrower, in writing, the establishment of the Eurodollar Portion, setting forth the respective Adjusted Eurodollar and Eurodollar Interest Period. If an Adjusted Eurodollar is not, in Agent's judgment, reasonably available at the time requested or for the Eurodollar Interest Period requested, the Principal amount of the Term Loan then outstanding that would have been subject to the Adjusted Eurodollar shall bear interest at the Adjusted Base Rate until such time as (i) make available the Fronted Percentage of any Foreign Currency Revolving Credit Advance pursuant to Section 1.1(a)in Agent's judgment, Section 1.1(b)(iv) or pursuant to paragraph (b)(ii) of Annex B or an Adjusted Eurodollar is reasonably available, (ii) purchase a participation interest Agent notifies Borrower in a Swing Line Advance denominated writing that Adjusted Eurodollar is available, 8 and (iii) Borrower confirms to Lender in a Foreign Currency pursuant to Section 1.1(b)(v), each Non-Foreign Currency Lender shall on writing its desire for such date be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided participation interest in such Advance in an amount equal to its Pro Rata Share portion of such Advance. The purchase price of any such participation interest shall Principal amount to be an amount, in Dollars, equal subject to the Dollar Equivalent of such Pro Rata Share as of the date payment by such Non-Foreign Currency Lenders of such purchase price is required hereunder; providedAdjusted Eurodollar (subject, however, that such purchase price need not be funded by any Non-Foreign Currency Lender unless and until the Fronting Lender, in its discretion, shall have made a demand therefor in writing to the provisions of this First Amendment). (b) The election may only be made on a Business Day from and including May 31, 1997, to and including July 31, 1997. If no election is made within such period, the provisions of this First Amendment which permit such election shall be terminated. (c) The election must apply to the total outstanding Principal balance of the Temm Loan and be made in connection with the scheduled termination (on June 2, 1997) of the existing Libor Portion in the amount of $39,562,500.00. (d) On the date that Borrower notifies Administrative Agent that Borrower desires to elect to have the Eurodollar Portion bear interest at the Adjusted Eurodollar, and the related Eurodollar Interest Period commences, and during the entire term of such Eurodollar Interest Period: (which the Administrative Agent A) there shall promptly forward to each Non-Foreign Currency Lender) with respect to each such participation interest following the occurrence of any be no Default or Event of Default under the Loan Documents and no event which, with notice or the passage of time, or both, would result in a good faith determination by the Fronting Lender that the portion Default or Event of the interest it receives and retains on such Foreign Currency Revolving Credit Advances and Swing Line Loans does not adequately and fairly reflect the cost to the Fronting Lender of funding such amounts. Payment of such purchase price in respect of any such participation interest Default; (B) Borrower shall be made by each Non-Foreign Currency Lender in immediately available funds by wire transfer to the Fronting Lender’s account as compliance with all covenants and conditions set forth in Annex H not later than 2:00 p.m. the Loan Documents (New York timewithout regard to any period described therein to cure any non-compliance), including, without limitation, the financial covenants described in Article XI of the Agreement; and (C) there shall be no event or condition under which Lender or Agent would have the right to require that Excess Cash Flow be deposited into an account or be applied to sums due under the Loans. (e) Borrower shall pay accrued interest on such Eurodollar Portion, in arrears, on the Business Day immediately following earlier of (i) the date such demand is delivered to last day of each month during the Administrative Agent with respect to then outstanding Advances corresponding Eurodollar Interest Period, and on each applicable purchase date thereafter with respect (ii) as to any subsequent Advancesexpiring Eurodollar Interest Period, in the case of Advances made as Index Rate Loans, and not later than 10:00 a.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as LIBOR Loans. On any date upon which the Fronting Lender Eurodollar Interest Period expires. Borrower shall be required to purchase an undivided also pay accrued interest on any Eurodollar Portion if and participation in any Letter when terminated before the expiration of Credit Obligation in respect of a Letter of Credit issued for the benefit of a Foreign Borrower pursuant to paragraph (b)(v) of Annex B, immediately and without further action whatsoever, each Non-Foreign Currency Lender shall be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided interest and participation in such participation interest. Each Non-Foreign Currency Lender shall fund its participation in all payments made under such Letters of Credit in the same manner as provided in the first sentence of this Section 9.9(e)(i) with respect to Foreign Currency Revolving Credit Advances, each of which Foreign Currency Revolving Credit Advances shall be in an amount equal to the Sterling Equivalent (if the applicable Letter of Credit was issued for the benefit of a U.K. Borrower) or Hong Kong Dollar Equivalent (if the applicable Letter of Credit was issued for the benefit of Sotheby’s H.K.) of such payment as of the date thereofEurodollar Interest Period. 8.