Common use of Participating Interests Clause in Contracts

Participating Interests. (a) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option of the Swing Line Lenders in their sole discretion, either (i) notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan or (ii) purchase an undivided participating interest in the Swing Line Loans of each Swing Line Lender, in either case in an amount equal to such Lender's Swing Line Participation Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lenders at the office of the Administrative Agent specified in subsection 15.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Revolving Credit Commitments expire or terminate. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that any of the Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each Lender shall immediately transfer to each Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such Swing Line Lender and upon receipt thereof each Swing Line Lender will deliver to any such Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loans of such Swing Line Lender dated the date of receipt of such funds and in such amount.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Dollar Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Dollar Lender in their its sole discretion, either (i) each U.S. Revolving Lender (including BofA) shall, notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Revolving Lender (other than BofA) shall purchase an undivided participating interest in the Swing Line Dollar Loans of each the Swing Line Dollar Lender, in either case in an amount equal to such U.S. Revolving Lender's Swing Line Participation U.S. Dollar Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Dollar Loans. Each U.S. Revolving Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the requesting Swing Line Lenders Dollar Lender at the office of the General Administrative Agent specified in subsection 15.2 17.2 prior to 12:00 Noon, New York City timeLocal Time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Dollar Lender. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Dollar Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Revolving Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Revolving Lender shall immediately transfer to each the requesting Swing Line Dollar Lender, in immediately available funds, the amount of its participation in the Swing Line Dollar Loans of such the Swing Line Dollar Lender and upon receipt thereof each the Swing Line Dollar Lender will deliver to any such U.S. Revolving Lender that so requests a confirmation of such U.S. Revolving Lender's undivided participating interest in the Swing Line Dollar Loans of such the Swing Line Dollar Lender dated the date of receipt of such funds and in such amount.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Dollar Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Dollar Lender in their its sole discretion, either (i) each U.S. Lender (including BofA) shall, notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Lender (other than BofA) shall purchase an undivided participating interest in the Swing Line Dollar Loans of each the Swing Line Dollar Lender, in either case in an amount equal to such U.S. Lender's Swing Line Participation U.S. Dollar Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Dollar Loans. Each U.S. Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the requesting Swing Line Lenders Dollar Lender at the office of the General Administrative Agent specified in subsection 15.2 17.2 prior to 12:00 Noon, New York City timeLocal Time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Dollar Lender. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Dollar Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Lender shall immediately transfer to each the requesting Swing Line Dollar Lender, in immediately available funds, the amount of its participation in the Swing Line Dollar Loans of such the Swing Line Dollar Lender and upon receipt thereof each the Swing Line Dollar Lender will deliver to any such U.S. Lender that so requests a confirmation of such U.S. Lender's undivided participating interest in the Swing Line Dollar Loans of such the Swing Line Dollar Lender dated the date of receipt of such funds and in such amount.

Participating Interests. (a) If the Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Lender in their its sole discretion, either (i) each Revolving Credit Lender (including Chase) shall, notwithstanding the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan (which shall be a Base Rate Loan) or (ii) each Revolving Credit Lender (other than Chase) shall purchase an undivided participating interest in the Swing Line Loans of each the Swing Line Lender, in either case in an amount equal to such Revolving Credit Lender's Swing Line Participation Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each Revolving Credit Lender will make the proceeds of any Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lenders Lender at the office of the Administrative Agent specified in subsection 15.2 Section 14.02 prior to 12:00 Noon10:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Lender. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the Revolving Credit Commitments. In the event that any of the Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(aSection 2.10(a), each Revolving Credit Lender shall immediately transfer to each the Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such the Swing Line Lender and upon receipt thereof each the Swing Line Lender will deliver to any such Revolving Credit Lender that so requests a confirmation of such Revolving Credit Lender's undivided participating interest in the Swing Line Loans of such the Swing Line Lender dated the date of receipt of such funds and in such amount.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Lender in their its sole discretion, either (i) each U.S. Lender (including Chase) shall, notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Lender (other than Chase) shall purchase an undivided participating interest in the Swing Line Loans of each the Swing Line Lender, in either case in an amount equal to such U.S. Lender's Swing Line Participation Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each U.S. Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the Swing Line Lenders Lender at the office of the General Administrative Agent specified in subsection 15.2 18.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Lender. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Lender shall immediately transfer to each the Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such the Swing Line Lender and upon receipt thereof each the Swing Line Lender will deliver to any such U.S. Lender that so requests a confirmation of such U.S. Lender's undivided participating interest in the Swing Line Loans of such the Swing Line Lender dated the date of receipt of such funds and in such amount.

Participating Interests. (a) If Each Lender severally and not jointly agrees with the Revolving Issuing Bank that, upon the issuance of the Letter of Credit, it shall automatically purchase and be deemed to have purchased from the Issuing Bank an undivided percentage participating interest, to the extent of such Lender’s Applicable Commitment Percentage, in the Letter of Credit Commitments shall expire issued by, and all Reimbursement Obligations owed to, the Issuing Bank in connection with the Letter of Credit, up to a total amount not to exceed such Lender’s Commitment. On any failure by the Borrower or terminate the Guarantor to pay any Reimbursement Obligation in connection with the Letter of Credit at the time required in Article Three, or if the Issuing Bank is required at any time while Swing Line Loans are outstandingto return to the Borrower or the Guarantor or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment by the Borrower or the Guarantor of any Reimbursement Obligation in connection with the Letter of Credit, the Issuing Bank shall promptly give notice of same to each Lender shallL/C Participant, at and the option of Issuing Bank shall have the Swing Line Lenders right to require each L/C Participant to fund its participation in their sole discretion, either (i) notwithstanding such Reimbursement Obligation. Each L/C Participant shall pay to the expiration or termination of the Revolving Credit Commitments, make a Revolving Credit Loan or (ii) purchase an undivided participating interest in the Swing Line Loans of each Swing Line Lender, in either case in Issuing Bank an amount equal to such Lender's Swing Line Participation L/C Participant’s Applicable Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each Lender will make the proceeds of any Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lenders at the office of the Administrative Agent specified in subsection 15.2 prior to 12:00 Noon, New York City time, in funds immediately available on unpaid or returned Reimbursement Obligation not later than the Business Day next succeeding it receives notice from the Issuing Bank to such effect, if such notice is received before 2:00 p.m., or not later than the following Business Day if such notice is received after 2:00 p.m. If an L/C Participant fails to pay timely such amount to the Issuing Bank, it shall also pay to the Issuing Bank interest on such amount accrued from the date on which the Revolving Credit Commitments expire or terminate. The proceeds payment of such Revolving Credit Loans shall be immediately applied amount was made by the Issuing Bank to repay the Swing Line Loans outstanding on the date of termination or expiration such payment by the L/C Participant at a rate per annum equal to the Prime Rate in effect for each such day and only after such payment shall such L/C Participant be entitled to receive its Applicable Commitment Percentage of each payment received on the relevant Reimbursement Obligation (including interest paid thereon). The several obligations of the Revolving Credit Commitments. In L/C Participant to the event that Issuing Bank hereunder shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment any L/C Participant may have or have had against the Borrower, the Guarantor, the Issuing Bank, the Administrative Agent, or any other Lender or other Person whatsoever, including without limitation, any defense based on the failure of the Lenders purchase undivided participating interests pursuant demand for payment under the Letter of Credit to conform to the first sentence of this subsection 3.5(a), each Lender shall immediately transfer to each Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans terms of such Swing Line Lender Letter of Credit or the legality, validity, regularity or enforceability of the Letter of Credit, and upon receipt thereof including without limitation, those resulting from the Issuing Bank’s own simple or contributory negligence. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default, Event of Default or Bond Insurer Event of Default, and each Swing Line Lender will deliver to payment by an L/C Participant hereunder shall be made without any such Lender that so requests a confirmation of such Lender's undivided participating interest in the Swing Line Loans of such Swing Line Lender dated the date of receipt of such funds and in such amountoffset, abatement, withholding or reduction whatsoever.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each U.S. Lender shall, at the option of the Swing Line Lenders in their sole discretion, either (i) notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan or (ii) purchase an undivided participating interest in the Swing Line Loans of each Swing Line Lender, in either case in an amount equal to such U.S. Lender's Swing Line Participation Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each U.S. Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the Swing Line Lenders at the office of the General Administrative Agent specified in subsection 15.2 17.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the U.S. Revolving Credit Commitments expire or terminate. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Lender shall immediately transfer to each Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such Swing Line Lender and upon receipt thereof each Swing Line Lender will deliver to any such U.S. Lender that so requests a confirmation of such U.S. Lender's undivided participating interest in the Swing Line Loans of such Swing Line Lender dated the date of receipt of such funds and in such amount.

Participating Interests. (a) If the US$ Revolving --------------------------------------- Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shalloutstanding and owing to any Swing Line Lender, at the option request of the such Swing Line Lenders Lender in their its sole discretion, either (i) each US$ Revolving Credit Lender (including such Swing Line Lender in its capacity as a US$ Revolving Credit Lender) shall, notwithstanding the expiration or termination of the US$ Revolving Credit Commitments, make a US$ Revolving Credit Loan (which shall be a Base Rate Loan) or (ii) each US$ Revolving Credit Lender (other than such Swing Line Lender in its capacity as a US$ Revolving Credit Lender) shall purchase an undivided participating interest in the Swing Line Loans of each such Swing Line Lender, in either case in an amount equal to such US$ Revolving Credit Lender's Swing Line Participation US$ Revolving Credit Percentage (determined on the date of, and immediately prior to, expiration or termination of the US$ Revolving Credit Commitments) of the aggregate principal amount of of, and accrued and unpaid interest on, such Swing Line Loans. Each US$ Revolving Credit Lender will make the proceeds of any US$ Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the such Swing Line Lenders Lender at the office of the Administrative Agent specified in subsection Section 15.2 prior to 12:00 Noon10:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by such Swing Line Lender. The proceeds of such US$ Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans owing to such Swing Line Lender and outstanding on the date of termination or expiration of the US$ Revolving Credit Commitments. In the event that any of the US$ Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(aSection 2.9(a), each US$ Revolving Credit Lender shall immediately transfer to each the relevant Swing Line Lender, in immediately available funds, the amount of its participation in the such Swing Line Loans of such Swing Line Lender and upon receipt thereof each the Swing Line Lender will deliver to any such US$ Revolving Credit Lender that so requests a confirmation of such US$ Revolving Credit Lender's undivided participating interest in the Swing Line Loans of such Swing Line Lender dated the date of receipt of such funds and in such amount.

Participating Interests. (a) If the US$ Revolving ----------------------- Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Lender in their its sole discretion, either (i) each US$ Revolving Credit Lender (including Chase) shall, notwithstanding the expiration or termination of the US$ Revolving Credit Commitments, make a US$ Revolving Credit Loan (which shall be a Base Rate Loan) or (ii) each US$ Revolving Credit Lender (other than Chase) shall purchase an undivided participating interest in the Swing Line Loans of each the Swing Line Lender, in either case in an amount equal to such US$ Revolving Credit Lender's Swing Line Participation US$ Revolving Credit Percentage (determined on the date of, and immediately prior to, expiration or termination of the US$ Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each US$ Revolving Credit Lender will make the proceeds of any US$ Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lenders Lender at the office of the Administrative Agent specified in subsection 15.2 Section 13.02 prior to 12:00 Noon10:00 A.M., New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Lender. The proceeds of such US$ Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the US$ Revolving Credit Commitments. In the event that any of the US$ Revolving Credit Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(aSection 2.09(a), each Revolving Credit Lender shall immediately transfer to each the Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such the Swing Line Lender and upon receipt thereof each the Swing Line Lender will deliver to any such US$ Revolving Credit Lender that so requests a confirmation of such US$ Revolving Credit Lender's undivided participating interest in the Swing Line Loans of such the Swing Line Lender dated the date of receipt of such funds and in such amount.

Participating Interests. (a) If the U.S. Revolving Credit Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Lender shall, at the option request of the Swing Line Lenders Lender in their its sole discretion, either (i) each U.S. Lender (including Chase) shall, notwithstanding the expiration or termination of the U.S. Revolving Credit Commitments, make a U.S. Revolving Credit Loan (which shall be an ABR Loan) or (ii) each U.S. Lender (other than Chase) shall purchase an undivided participating interest in the Swing Line Loans of each the Swing Line Lender, in either case in an amount equal to such U.S. Lender's Swing Line Participation Funding Commitment Percentage (determined on the date of, and immediately prior to, expiration or termination of the U.S. Revolving Credit Commitments) of the aggregate principal amount of such Swing Line Loans. Each U.S. Lender will make the proceeds of any U.S. Revolving Credit Loan made by it pursuant to the immediately preceding sentence available to the General Administrative Agent for the account of the Swing Line Lenders Lender at the office of the General Administrative Agent specified in subsection 15.2 18.2 prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which of the Revolving Credit Commitments expire or terminaterequest by the Swing Line Lender. The proceeds of such U.S. Revolving Credit Loans shall be immediately applied to repay the Swing Line Loans outstanding on the date of termination or expiration of the U.S. Revolving Credit Commitments. In the event that any of the U.S. Lenders purchase undivided participating interests pursuant to the first sentence of this subsection 3.5(a), each U.S. Lender shall immediately transfer to each the Swing Line Lender, in immediately available funds, the amount of its participation in the Swing Line Loans of such the Swing Line Lender and upon receipt thereof each the 51 44 Swing Line Lender will deliver to any such U.S. Lender that so requests a confirmation of such U.S. Lender's undivided participating interest in the Swing Line Loans of such the Swing Line Lender dated the date of receipt of such funds and in such amount.