Common use of PURCHASE OF PARTICIPATIONS BY INDEMNIFYING LENDERS Clause in Contracts

PURCHASE OF PARTICIPATIONS BY INDEMNIFYING LENDERS. Upon the execution of this Agreement or an Assignment Agreement, as the case may be, (1) each UK Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased an Indemnity Participation (as defined below) from Agent in the UK Bridge Loan Commitment of Agent, including without limitation the UK Bridge Loans and the participations purchased by Agent pursuant to subsection 3.1C in the Letters of Credit issued by Agent for the benefit of Xxxx UK and any drawings thereunder, (2) each French Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased an Indemnity Participation (as defined below) from Agent in the French Bridge Loan Commitment of Agent, including without limitation the French Bridge Loans and the participations purchased by Agent pursuant to subsection 3.1C in the Letters of Credit issued by Agent for the benefit of Xxxx France and any drawings thereunder, and (3) each Japanese Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased a participation (the "INDEMNITY PARTICIPATION") from Agent in the Japanese Bridge Loan Commitment of Agent, including without limitation the Japanese Bridge Loans and the participations purchased by Agent pursuant to subsection 3.1C in the Letters of Credit issued by the Agent and any drawings thereunder, in each case in a proportionate amount based on such Indemnifying Lender's Indemnity Amount. Upon the occurrence of a Triggering Event, each Indemnifying Lender, upon one Business Day's notice from Agent, shall deliver to Agent by wire transfer in immediately available funds its proportionate share based on its Indemnity Amount of the aggregate unpaid principal amount of Agent's UK Bridge Loans, French Bridge Loans or Japanese Bridge Loans, as the case may be, and any accrued and unpaid interest thereon and the aggregate unreimbursed amount of any payments made by Agent pursuant to subsection 3.3C to the applicable Issuing Lender with respect to any unreimbursed drawings on Letters of Credit issued by such Issuing Lender. Each Indemnifying Lender's obligations under this subsection 2.9 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, Loan Party or other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by any Loan Party, Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing; PROVIDED that the obligations of each Indemnifying Lender are subject to the condition that at the time such UK Bridge Loan, French Bridge Loan or Japanese Bridge Loan, as the case may be, was made or such Letter of Credit was issued the duly authorized officer of Agent responsible for the administration of the credit relationship with Xxxx UK, Xxxx France or Xxxx Japan, as the case may be, believed in good faith that either (x) no Event of Default had occurred and was continuing or (y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such UK Bridge Loan, Annex C-1 French Bridge Loan or Japanese Bridge Loan, as the case may be, was made or such Letter of Credit was issued.

PURCHASE OF PARTICIPATIONS BY INDEMNIFYING LENDERS. Upon the execution of this Agreement or an Assignment Agreement, as the case may be, (1) each UK Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased an Indemnity Participation (as defined below) from Administrative Agent in the UK Bridge Revolving Loan Commitment of Administrative Agent, including without limitation the UK Bridge Revolving Loans and the participations purchased by Administrative Agent pursuant to subsection 3.1C in the Letters of Credit issued by Administrative Agent for the benefit of Xxxx UK and any drawings thereunder, (2) each French Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased an Indemnity Participation (as defined below) from Administrative Agent in the French Bridge Revolving Loan Commitment of Administrative Agent, including without limitation the French Bridge Revolving Loans and the participations purchased by Administrative Agent pursuant to subsection 3.1C in the Letters of Credit issued by Administrative Agent for the benefit of Xxxx France and any drawings thereunder, and (3) each Japanese Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased a participation (the "INDEMNITY PARTICIPATION") from Administrative Agent in the Japanese Bridge Revolving Loan Commitment of Administrative Agent, including without limitation the Japanese Bridge Revolving Loans and the participations purchased by Administrative Agent pursuant to subsection 3.1C in the Letters of Credit issued by the Administrative Agent and any drawings thereunder, in each case in a proportionate amount based on such Indemnifying Lender's Indemnity Amount. Upon the occurrence of a Triggering Event, each Indemnifying Lender, upon one Business Day's notice from Administrative Agent, shall deliver to Administrative Agent by wire transfer in immediately available funds its proportionate share based on its Indemnity Amount of the aggregate unpaid principal amount of Administrative Agent's UK Bridge Revolving Loans, French Bridge Revolving Loans or Japanese Bridge Revolving Loans, as the case may be, and any accrued and unpaid interest thereon and the aggregate unreimbursed amount of any payments made by Administrative Agent pursuant to subsection 3.3C to the applicable Issuing Lender with respect to any unreimbursed drawings on Letters of Credit issued by such Issuing Lender. Each Indemnifying Lender's obligations under this subsection 2.9 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Administrative Agent or any Lender may have against Administrative Agent, Loan Party or other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by any Loan Party, Administrative Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing; PROVIDED provided that the obligations of each Indemnifying Lender are subject to the condition that at the time such UK Bridge Revolving Loan, French Bridge Revolving Loan or Japanese Bridge Revolving Loan, as the case may be, was made or such Letter of Credit was issued the duly authorized officer of Administrative Agent responsible for the administration of the credit relationship with Xxxx UK, Annex C-1 Xxxx France or Xxxx Japan, as the case may be, believed in good faith that either (x) no Event of Default had occurred and was continuing or (y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such UK Bridge Revolving Loan, Annex C-1 French Bridge Revolving Loan or Japanese Bridge Revolving Loan, as the case may be, was made or such Letter of Credit was issued.

PURCHASE OF PARTICIPATIONS BY INDEMNIFYING LENDERS. Upon the execution of this Agreement or an Assignment Agreement, as the case may be, (1) each UK Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased an Indemnity Participation (as defined below) from Administrative Agent in the UK Bridge Revolving Loan Commitment of Administrative Agent, including without limitation the UK Bridge Revolving Loans and the participations purchased by Administrative Agent pursuant to subsection 3.1C in the Letters of Credit issued by Administrative Agent for the benefit of Xxxx UK and any drawings thereunder, (2) each French Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased an Indemnity Participation (as defined below) from Administrative Agent in the French Bridge Revolving Loan Commitment of Administrative Agent, including without limitation the French Bridge Revolving Loans and the participations purchased by Administrative Agent pursuant to subsection 3.1C in the Letters of Credit issued by Administrative Agent for the benefit of Xxxx France and any drawings thereunder, and (3) each Japanese Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased a participation (the "INDEMNITY PARTICIPATION") from Administrative Agent in the Japanese Bridge Revolving Loan Commitment of Administrative Agent, including without limitation the Japanese Bridge Revolving Loans and the participations purchased by Administrative Agent pursuant to subsection 3.1C in the Letters of Credit issued by the Administrative Agent and any drawings thereunder, in each case in a proportionate amount based on such Indemnifying Lender's Indemnity Amount. Upon the occurrence of a Triggering Event, each Indemnifying Lender, upon one Business Day's notice from Administrative Agent, shall deliver to Administrative Agent by wire transfer in immediately available funds its proportionate share based on its Indemnity Amount of the aggregate unpaid principal amount of Administrative Agent's UK Bridge Revolving Loans, French Bridge Revolving Loans or Japanese Bridge Revolving Loans, as the case may be, and any accrued and unpaid interest thereon and the aggregate unreimbursed amount of any payments made by Administrative Agent pursuant to subsection 3.3C to the applicable Issuing Lender with respect to any unreimbursed drawings on Letters of Credit issued by such Issuing Lender. Each Indemnifying Lender's obligations under this subsection 2.9 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Administrative Agent or any Lender may have against Administrative Agent, Loan Party or other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by any Loan Party, Administrative Agent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing; PROVIDED that the obligations of each Indemnifying Lender are subject to the condition that at the time such UK Bridge Revolving Loan, 203 French Bridge Revolving Loan or Japanese Bridge Revolving Loan, as the case may be, was made or such Letter of Credit was issued the duly authorized officer of Administrative Agent responsible for the administration of the credit relationship with Xxxx UK, Xxxx France or Xxxx Japan, as the case may be, believed in good faith that either (x) no Event of Default had occurred and was continuing or (y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such UK Bridge Revolving Loan, Annex C-1 French Bridge Revolving Loan or Japanese Bridge Revolving Loan, as the case may be, was made or such Letter of Credit was issued.

PURCHASE OF PARTICIPATIONS BY INDEMNIFYING LENDERS. Upon the execution of this Agreement or an Assignment Agreement, as the case may be, (1) each UK Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased an Indemnity Participation (as defined below) from Agent in the UK Bridge Japanese Loan Commitment of Agent, including without limitation the UK Bridge Loans and the participations purchased by Agent pursuant to subsection 3.1C in the Letters of Credit issued by Agent for the benefit of Xxxx UK and any drawings thereunder, (2) each French Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased an Indemnity Participation (as defined below) from Agent in the French Bridge Loan Commitment of Agent, including without limitation the French Bridge Loans and the participations purchased by Agent pursuant to subsection 3.1C in the Letters of Credit issued by Agent for the benefit of Xxxx France and any drawings thereunder, and (3) each Japanese Bridge Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased a participation (the "INDEMNITY PARTICIPATION") from Agent in the Japanese Bridge Funding Lender in (x) the Japanese Term Loans of the Japanese Funding Lender and (y) the Japanese Revolving Loan Commitment of Agentthe Japanese Funding Lender, including without limitation the Japanese Bridge Revolving Loans and the participations purchased by Agent the Japanese Funding Lender pursuant to subsection 3.1C in the Letters of Credit issued by an Issuing Lender for the benefit of Xxxx Japan and any drawings thereunder, and (2) each UK Loan Indemnifying Lender shall be deemed to, and hereby agrees to, have irrevocably purchased an Indemnity Participation from the Daily Funding Lender in (x) the UK Term Loans of the Daily Funding Lender and (y) the US/UK Revolving Loan Commitment of the Daily Funding Lender, including without limitation the UK Revolving Loans and the participations purchased by the Daily Funding Lender pursuant to subsection 3.1C in the Letters of Credit issued by the Agent an Issuing Lender for the benefit of Xxxx UK and any drawings thereunder, in each case in a proportionate amount based on such Indemnifying Lender's Indemnity Amount. Upon the occurrence of a Triggering Event, each Indemnifying Lender, upon one Business Day's notice from Agentthe applicable Funding Lender, shall deliver to Agent such Funding Lender by wire transfer in immediately available funds its proportionate share based on its Indemnity Amount of the aggregate unpaid principal amount of Agentsuch Funding Lender's UK Bridge Loans, French Bridge Japanese Loans or Japanese Bridge UK Loans, as the case may be, and any accrued and unpaid interest thereon and the aggregate unreimbursed amount of any payments made by Agent such Funding Lender pursuant to subsection 3.3C to the applicable Issuing Lender with respect to any unreimbursed drawings on Letters of Credit issued by such Issuing Lender. Each Indemnifying Lender's obligations under this subsection 2.9 2.10 shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent any Agent, Funding Lender or any Lender may have against any Agent, Funding Lender, Loan Party or other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by any Loan Party, Agent Agent, Funding Lender or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing; PROVIDED that the obligations of each Indemnifying Lender are subject to the condition that at the time such UK Bridge Loan, French Bridge Japanese Loan or Japanese Bridge UK Loan, as the case may be, was made or such Letter of Credit was issued (a) the duly authorized officer of Agent such Funding Lender or such Issuing Lender, as the case may be, responsible for the administration of the credit relationship with Xxxx UK, Xxxx France Japan or Xxxx JapanUK, as the case may be, believed in good faith that either (x) no Event of Default had occurred and was continuing or (y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such UK Bridge Loan, Annex C-1 French Bridge Japanese Loan or Japanese Bridge UK Loan, as the case may be, was made or such Letter of Credit was issued, (b) with respect to the making of Japanese Revolving Loans, a Funding Lender Discretionary Period with respect to Xxxx Japan was in effect or (c) with respect to the making of US/UK Revolving Loans, a Funding Lender Discretionary Period with respect to Xxxx UK was in effect.