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 Notwithstanding anything to the Fronted Percentage contrary herein, any sale of any Foreign Currency Revolving Credit Advance pursuant to Section 1.1(a), Section 1.1(b)(iv) or pursuant to paragraph (b)(ii) a Collateral Loan contemplated hereunder may take the form of Annex B or (ii) purchase a grant of a 100% undivided participation interest in a Swing Line Advance denominated Loan that is an Eligible Collateral Loan (a “Participation Interest”), the legal title to which is held by the Seller, and for which the Buyer shall acquire the Participation Interest and assume and agree to perform and comply with all assumed obligations of the Seller with respect to the related Collateral Loan. The parties hereby agree to treat the transfer of any Participation Interests by Seller to Buyer as a sale and purchase on all of their respective relevant books and records as otherwise provided in this Section 2.01. (ii) The Seller and the Buyer hereby acknowledge and agree that (A) each sale of a Foreign Currency Participation Interest is being effectuated pursuant to Section 1.1(b)(v)this Agreement instead of an assignment of Seller’s legal interest in and title (the transfer of which to Buyer will not be effective until the individual assignments of the related Collateral Loan become effective) to the related Collateral Loan because the conditions precedent under the related underlying instruments to the transfer, each Non-Foreign Currency Lender assignment and conveyance of the Seller’s legal interest in and title to such Collateral Loan may not be fully satisfied as of the applicable Purchase Date and (B) any conveyance of a Participation Interest hereunder shall on such date be deemed to have irrevocably the consequence that the Seller does not have an equitable interest in the related Collateral Loan and unconditionally purchased from the Fronting Lender an undivided participation Buyer holds 100% of the equitable interest in such Advance Collateral Loan. At no additional cost to the Buyer, the Seller will prepare individual assignments consistent with the requirements of the related underlying instruments and provide them to any Persons required under such underlying instruments, which assignments will become effective in an amount equal to its Pro Rata Share accordance with such underlying instruments upon obtaining certain consents thereto or upon the passage of such Advancetime or both. The purchase price of Seller shall pay any transfer fees and other expenses payable in connection with such assignments. Upon any such participation interest shall be assignment becoming effective (each, an amount“Assignment Effective Date”), the Seller and the Buyer agree, for administrative convenience, that the Seller shall, in Dollarsaccordance with the Credit Agreement (on behalf of the Buyer), equal transfer or cause the transfer of the related Collateral Loan directly 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; providedSecurities Intermediary, 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 each assigned Collateral Loan being transferred to the Administrative Agent Buyer. (which the Administrative Agent iii) The Seller shall promptly forward to each Non-Foreign Currency Lenderdirect all obligors, administrative agents and loan agents (as applicable) with respect to each such participation interest following the occurrence participated Collateral Loan to pay any Interest Proceeds and Principal Proceeds with respect thereto into the Collection Account. Upon the Seller’s receipt of any Default Interest Proceeds or Event Principal Proceeds, the Buyer hereby instructs the Seller to remit, and Seller shall remit, or cause to be remitted, such Interest Proceeds or Principal Proceeds, as applicable, within two Business Days of Default or a good faith determination its receipt thereof directly to the Collection Account. For the avoidance of doubt, this Section 2.01(i)(iii) shall not apply to Excluded Amounts. (iv) Upon receipt by the Fronting Lender that Buyer or the Securities Intermediary of the effective assignment of any participated Collateral Loan pursuant to this Section 2.01(i), the Seller, for value received, hereby conveys to the Buyer, and the Buyer hereby purchases from the Seller (A) all of Seller’s right, title and interest in, to and under the assigned Collateral Loan and (B) all right, title and interest with respect thereto (including all obligations of the Seller as lender to fund any Collateral Loan conveyed by Seller to Buyer). (v) The Seller (individually and on behalf of its affiliates) shall not be obligated to make any payment to the Buyer in anticipation of the receipt of funds from the related obligor with respect to any Participation Interest. If the Seller (individually or on behalf of its affiliates) is required at any time to return to a trustee, receiver, liquidator, custodian or other similar official any portion of the payments made by the obligor to the Seller or any such affiliates and transferred by the Seller to (and paid to) the Buyer, then the Buyer shall, on demand of the Seller, forthwith return to or at the direction of the Seller any such payments transferred (and paid) to the Buyer by or on behalf of the Seller in respect of the Participation Interest, but without interest it receives and retains on such Foreign Currency Revolving Credit Advances and Swing Line Loans does not adequately and fairly reflect payments (unless the cost Seller or such affiliate is required to pay interest on such amounts to the Fronting Lender Person recovering such payments). (vi) With respect to each Collateral Loan that is the subject of funding such amounts. Payment of such purchase price a Participation Interest, in the event the Seller receives any notice or other communication concerning any amendment, supplement, consent, waiver or other modification (howsoever denominated) under or in respect of any such participation interest shall be made by each Non-Foreign Currency Lender in immediately available funds by wire transfer related underlying instruments or makes any affirmative determination to exercise or refrain from exercising any rights or remedies thereunder, the Seller will give prompt notice thereof to the Fronting Lender’s account as set forth in Annex H not later than 2:00 p.m. (New York time) on Buyer. In any such event, the Business Day immediately following the date such demand is delivered to the Administrative Agent Seller will, with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case Collateral Loan that is the subject 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 Participation Interest to the Administrative Agent with respect extent permitted by the underlying instruments, exercise all voting and other powers of consensual ownership relating to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advancessuch amendment, 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 supplement, consent, waiver or other modification (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. Borrowerhowsoever denominated) or Hong Kong Dollar Equivalent (if the applicable Letter of Credit was issued for the benefit of Sotheby’s H.K.) exercise of such payment rights or remedies as of the date thereofBuyer directs the Seller in writing.

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 Notwithstanding anything to the Fronted Percentage contrary herein, any sale of any Foreign Currency Revolving Credit Advance pursuant to Section 1.1(a), Section 1.1(b)(iv) or pursuant to paragraph (b)(ii) a Collateral Obligation contemplated hereunder may take the form of Annex B or (ii) purchase a grant of a 100% undivided participation interest in a Swing Line Advance denominated Collateral Obligation (a “Participation Interest”), the legal title to which is held by the Seller, and for which the Buyer shall acquire the Participation Interest and assume and agree to perform and comply with all assumed obligations of the Seller with respect to the related Collateral Obligation. The parties hereby agree to treat the transfer of any Participation Interests by Seller to Buyer as a sale and purchase on all of their respective relevant books and records as otherwise provided in this Section 2.01. (ii) The Seller and the Buyer hereby acknowledge and agree that (A) each sale of a Foreign Currency Participation Interest is being effectuated pursuant to Section 1.1(b)(v)this Agreement instead of an assignment of Seller’s legal interest in and title (the transfer of which to Buyer will not be effective until the individual assignments of the related Collateral Obligation become effective) to the related Collateral Obligation because the conditions precedent under the related underlying instruments to the transfer, each Non-Foreign Currency Lender assignment and conveyance of the Seller’s legal interest in and title to such Collateral Obligation may not be fully satisfied as of the applicable Transfer Date and (B) any conveyance of a Participation Interest hereunder shall on such date be deemed to have irrevocably the consequence that the Seller does not have an equitable interest in the related Collateral Obligation and unconditionally purchased from the Fronting Lender an undivided participation Buyer holds 100% of the equitable interest in such Advance Collateral Obligation. At no additional cost to the Buyer, the Seller will prepare individual assignments consistent with the requirements of the related underlying instruments and provide them to any Persons required under such underlying instruments, which assignments will become effective in accordance with such underlying instruments upon obtaining certain consents thereto or upon the passage of time or both (each, an amount equal to its Pro Rata Share of such Advance“Assignment Effective Date”). The purchase price of Seller shall pay any transfer fees and other expenses payable in connection with such participation interest shall be an amountassignments. The Seller and the Buyer agree to use their commercially reasonable efforts to cause such assignments to become effective prior to the day that is sixty (60) calendar days from the related Transfer Date. On the relevant Assignment Effective Date, the Seller and the Buyer agree, for administrative convenience, that the Seller shall, in Dollarsaccordance with the Indenture (on behalf of the Buyer), equal transfer or cause the transfer, of the related Collateral Obligation to the Dollar Equivalent of such Pro Rata Share Trustee, the relevant assigned Collateral Obligation. (iii) Seller shall direct all obligors, administrative agents and loan agents (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 Lenderapplicable) with respect to each such participation interest following the occurrence participated Collateral Obligations to pay any Interest Proceeds and Principal Proceeds with respect thereto into the applicable Issuer Account. Upon the Seller’s receipt of any Default Interest Proceeds or Event Principal Proceeds, the Buyer hereby instructs the Seller to remit, and Seller shall remit, or cause to be remitted, such Interest Proceeds or Principal Proceeds, as applicable, within two (2) Business Days of Default or a good faith determination its receipt thereof directly to the applicable Collection Account. For the avoidance of doubt, this Section 2.01(h)(iii) shall not apply to Excluded Amounts. (iv) Upon receipt by the Fronting Lender that Buyer or the Trustee of the effective assignment of any participated Collateral Obligation pursuant to this Section 2.01(h), the Seller, for value received, hereby conveys to the Buyer, and the Buyer hereby purchases from the Seller (A) all of Seller’s right, title and interest in, to and under the assigned Collateral Obligation and (B) all right, title and interest with respect thereto (including all obligations of the Seller as lender to fund any Collateral Obligation conveyed by Seller to Buyer). (v) The Seller (individually and on behalf of its Affiliates) shall not be obligated to make any payment to the Buyer in anticipation of the receipt of funds from the related obligor with respect to any Participation Interest. If the Seller (individually and on behalf of its Affiliates) is required at any time to return to a trustee, receiver, liquidator, custodian or other similar official any portion of the payments made by the obligor to the Seller or such Affiliate and transferred by the Seller to (and paid to) the Buyer, then the Buyer shall, on demand of the Seller, forthwith return to or at the direction of the Seller any such payments transferred (and paid) to the Buyer by or on behalf of the Seller in respect of the Participation Interest, but without interest it receives and retains on such Foreign Currency Revolving Credit Advances and Swing Line Loans does not adequately and fairly reflect payments (unless the cost Seller or such Affiliate is required to pay interest on such amounts to the Fronting Lender Person recovering such payments). (vi) With respect to each Collateral Obligation that is the subject of funding such amounts. Payment of such purchase price a Participation Interest, in the event the Seller receives any notice or other communication concerning any amendment, supplement, consent, waiver or other modification (howsoever denominated) under or in respect of any such participation interest shall be made by each Non-Foreign Currency Lender in immediately available funds by wire transfer related underlying instruments or makes any affirmative determination to exercise or refrain from exercising any rights or remedies thereunder, the Seller will give prompt notice thereof to the Fronting Lender’s account as set forth in Annex H not later than 2:00 p.m. (New York time) on Buyer. In any such event, the Business Day immediately following the date such demand is delivered to the Administrative Agent Seller will, with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case Collateral Obligation that is the subject 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 Participation Interest to the Administrative Agent with respect extent permitted by the underlying instruments, exercise all voting and other powers of consensual ownership relating to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advancessuch amendment, in supplement, consent, waiver or other modification or 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.) exercise of such payment rights or remedies as of the date thereofBuyer directs the Seller in writing.

Participation Interests. On (a) The Issuer agrees to sell to GSCP, and GSCP agrees to purchase from the Issuer, a 100% undivided participation in each Collateral Debt Obligation purchased by the Issuer pursuant to the Warehouse Agreement (collectively, the Participation Interests), in each case, upon the terms and subject to the conditions set forth in this Participation Agreement and the Warehouse Agreement (including, without limitation, the obligation of the Collateral Manager to obtain GSCP’s prior consent to the purchase by the Issuer of any Collateral Debt Obligation pursuant to Section 2(b) of the Warehouse Agreement). (b) The purchase price payable by GSCP for each Participation Interest will be an amount equal to the Gross Purchase Price for the Collateral Debt Obligation that is the subject of such Participation Interest. The purchase of each Participation Interest will be completed on the date on which the Issuer purchases such Collateral Debt Obligation in accordance with the Warehouse Agreement (the Purchase Date). The Issuer irrevocably authorizes GSCP, upon receipt of instructions from the Collateral Manager under the Warehouse Agreement to purchase a Collateral Debt Obligation, to use the proceeds from the sale by the Issuer of the related Participation Interest to purchase for account of the Issuer such Collateral Debt Obligation from the seller thereof. With respect to each such purchase by the Issuer of a Collateral Debt Obligation pursuant to the Warehouse Agreement, the payment by GSCP of the Gross Purchase Price for such Collateral Debt Obligation to the seller thereof for account of the Issuer shall be deemed to constitute payment by GSCP of the purchase price for the related Participation Interest. Each Participation Interest (i) will become effective upon GSCP’s deemed payment in full of the purchase price therefor and (ii) will be sold to GSCP free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. (c) Simultaneously with the purchase by GSCP hereunder of any Participation Interest in a Revolving Loan or Delayed Drawdown Security, GSCP shall assume the obligation of the Issuer arising under the Underlying Instruments of such Revolving Loan or Delayed Drawdown Security to make additional loans with respect to such Revolving Loan or Delayed Drawdown Security. Except with respect to any sale of any Revolving Loan or Delayed Drawdown Security to GSCP pursuant to Section 4 of the Warehouse Agreement, the assumption by GSCP of the obligation of the Issuer to make additional loans with respect to any such Revolving Loan or Delayed Drawdown Security shall automatically cease upon the Participation Termination Date (as defined below) of the related Participation Interest and thereafter GSCP shall have no further obligation to make additional loans with respect to such Revolving Loan or Delayed Drawdown Security. (d) With respect to any Participation Interest, this Participation Agreement and the obligations created hereby shall terminate and such Participation Interest shall be deemed cancelled automatically, free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, on the earlier of (i) the Closing Date and (ii) the date upon which the Fronting Lender related Collateral Debt Obligation is sold or otherwise liquidated as provided in Sections 4(a)(ii) and 4(b)(ii) of the Warehouse Agreement (the date of such termination with respect to a Participation Interest being referred to herein as the Participation Termination Date), in each case, upon payment to GSCP of any amounts owing from the Issuer to GSCP in respect of such Participation Interest hereunder; provided that the termination of any Participation Interest shall not relieve the Issuer of its obligation to remit to GSCP such amounts, if any, to which GSCP is entitled pursuant to Section 2(e). (e) Pursuant to each Participation Interest, GSCP shall be required entitled to, and the Issuer (or the Collateral Manager acting on behalf of the Issuer) shall pay or cause to be paid to GSCP (to the account specified in a written notice by GSCP to the Issuer and the Collateral Manager): (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 a 100% share in any such participation interest shall be an amountcash, securities or other property received (in Dollarswhatever form, equal to together with appropriate endorsement if necessary) by the Dollar Equivalent of such Pro Rata Share as Issuer in connection with the related Collateral Debt Obligation, whether received from or on behalf of the date payment by such Non-Foreign Currency Lenders borrower of such purchase price is required hereunder; provided, however, that such purchase price need not be funded by or 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 other obligor on such Foreign Currency Revolving Credit Advances and Swing Line Loans does not adequately and fairly reflect Collateral Debt Obligation (individually or collectively, as the cost to context requires, the Fronting Lender of funding such amounts. Payment of such purchase price Borrower) or from any paying agent acting on its behalf or from any other source 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 Collateral Debt Obligation, whether on account as set forth in Annex H not later than 2:00 p.m. of principal, interest, fees (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 Advancesincluding, in the case of Advances made as Index Rate Loansa Revolving Loan or Delayed Drawdown Security, any commitment fee), costs and not later than 10:00 a.m. expenses or otherwise, including, without limitation, taxes, indemnity payments, yield protection payments and any accrued and unpaid interest included in the Gross Purchase Price of the related Collateral Debt Obligation and any up front fees paid or owing to the Issuer; provided that GSCP shall be entitled to any such cash, securities or other property: (New York time1) constituting principal of the related Collateral Debt Obligation only if (x) received by the Issuer on or prior to the related Participation Termination Date, (y) receivable by the Issuer in respect of any record date occurring on or prior to the related Participation Termination Date or (z) received in connection with a sale or other liquidation of such Collateral Debt Obligation; (2) constituting interest 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 Advancesrelated Collateral Debt Obligation (or, in the case of Advances made as LIBOR Loans. On any date upon which a Revolving Loan or Delayed Drawdown Security, commitment fee on the Fronting Lender shall be required Unfunded Amount of such Revolving Loan or Delayed Drawdown Security), only if attributable 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) Purchased Accrued Interest or accrued with respect to Foreign Currency the period from and including the Purchase Date to but excluding the related Participation Termination Date and, in each such case, received by the Issuer on or prior to the related Participation Termination Date; and (3) not constituting principal of or interest on the related Collateral Debt Obligation (or commitment fee on the Unfunded Amount of a Revolving Credit AdvancesLoan or Delayed Drawdown Security), each only if accrued with respect to, or otherwise attributable to, the period from and including the Purchase Date to but excluding the related Participation Termination Date and received on or prior to the related Participation Termination Date. Payment of which Foreign Currency Revolving Credit Advances any amounts set forth in this clause (e)(i) shall be due by close of business in an New York City on the Business Day following receipt of any such amount equal by the Issuer. In the event that any amount is received directly by GSCP that would have been payable by the Issuer to GSCP pursuant to this clause (e)(i) if such amount had been received by the Sterling Equivalent Issuer, GSCP shall be entitled to retain, as set forth hereunder and in the Warehouse Agreement, the amount so received directly by GSCP; and (if ii) the applicable Letter amount payable by the Issuer to GSCP in connection with the termination of Credit was issued for such Participation Interest on 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.Closing Date pursuant to Section 3(a) of such payment as of the date thereofWarehouse Agreement.

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.