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 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 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.