Debt Participation Clause Samples

Debt Participation. On the Closing Date, subject to the terms and conditions hereof and on the basis of the representations and warranties set forth herein, the Loan Participant agrees to participate in the payment of the Total Equipment Cost for the Units delivered on the Closing Date by making a secured loan, not from its own funds but solely from funds available to it for such purposes under the Pass Through Trust Agreement, to be evidenced by the Equipment Note, to the Owner Trustee in the amount equal to the product of the Total Equipment Cost for the Units delivered on the Closing Date and the percentage set forth opposite the Loan Participant's name in Schedule 2 (the "Loan Participant's Commitment"). The Equipment Note shall bear interest at the Debt Rate.

Debt Participation. Subject to the terms and conditions hereof and on the basis of the representations and warranties set forth herein, Loan Participant severally agrees to participate on the Closing Date, in the payment of the Equipment Cost for the Units by making a secured loan, to be evidenced by an Equipment Note of each Series, to Owner Trustee in an amount equal to the product of the Equipment Cost for the Units of each Type delivered on or prior to the Closing Date and the percentage set forth opposite Loan Participant’s name on Schedule 2 hereto for such Type (the “Loan Participant’s Commitment"). The aggregate amount of Loan Participant’s Commitment required to be made as above provided in the payment of the Equipment Cost on the Closing Date shall not exceed the amount set forth opposite Loan Participant’s name on Schedule 2 hereto.

Debt Participation. 4.5.1 If the Board determines not to issue additional shares as contemplated by Section 4.3, and the Corporation is unable to obtain funds when required in the manner provided in Section 4.4, the Shareholders agree to advance to the Corporation, on a pro rata basis calculated on the number of Shares held by the Shareholders, upon the written demand by the Corporation under Section 4.4, sufficient funds to enable the Corporation to raise the funds required by the Corporation, and those advances will form part of Shareholder Debt. 4.5.2 In consideration of the advance of Shareholder Debt under Section 4.5.1, the Corporation will issue to each Shareholder a promissory note in a principal amount equal to the funds advanced to the Corporation by that Shareholder bearing interest at a rate per annum equal to the prime rate then being charged by the Corporation’s bank on commercial loans made by it in Canada, compounded semi-annually, not in advance. Any repayment of Shareholder Debt will be made to the Shareholders on a pro rata basis calculated on the principal amount of Shareholder Debt then owing to the Shareholders. The Corporation is not required to grant any security to secure Shareholder Debt, but if it does so, all Shareholders will rank pari passu with respect to that security.

Debt Participation. Subject to the terms and conditions hereof and on the basis of the representations and warranties set forth herein, on the Initial Closing Date and on the Subsequent Closing Date the Loan Participant agrees to participate in the payment of the Equipment Cost for the Units delivered on the Initial Closing Date and the Subsequent Closing Date, as the case may be, by making a secured loan, to be evidenced by the Equipment Notes, to the Owner Trustee in the amount equal to the product of the aggregate Equipment Cost for the Units delivered on the Initial Closing Date and the Subsequent Closing Date, as the case may be, and the percentage set forth opposite such Loan Participant's name in Schedule 2 (the respective amounts payable by the Loan Participant on the Initial Closing Date and the Subsequent Closing Date being referred to herein as the Loan Participant's "Commitment"). The aggregate amount of the Loan Participant's Commitment shall not exceed $__________. The Equipment Notes shall bear interest at the rates set forth on Schedule 6.

Debt Participation. Subject to the terms and conditions hereof and on the basis of the representations and warranties set forth herein, on the Closing Date the Loan Participant agrees to participate in the payment of the Equipment Cost for the Units delivered on the Closing Date by making a secured loan, to be evidenced by the Equipment Notes, to the Owner Trustee in the amount equal to the product of the aggregate Equipment Cost for the Units delivered on the Closing Date and the percentage set forth opposite such Loan Participant's name in Schedule 2 (the Loan Participant's "Commitment"). The aggregate amount of ---------- the Loan Participant's Commitment shall not exceed $58,110,000. The Equipment Notes shall bear interest at the rates set forth on Schedule 5. ----------

Debt Participation. (1) If the Company decides to borrow any new Debt Obligations in excess of $10 million that are not Permitted Debt (the “New Debt”), the Company shall promptly notify each Buyer in writing, describing the amount, type and terms of such New Debt (the “New Debt Terms”), to be provided by the lenders of such New Debt and the other terms upon which the Company has decided to borrow the New Debt (the “Debt Notice”). Each Buyer shall have five (5) days from the date of the Debt Notice to agree by written notice to the Company (a “Debt Exercise Notice”) to lend (up to its Proportional Share) such New Debt at the New Debt Terms and upon the general terms specified in the Debt Notice by giving written notice to the Company and stating therein the quantity of New Debt to be provided by any such Buyer. In the event that, in connection with such a proposed borrowing of New Debt, such Buyer shall for any reason fail or refuse to give such written notice to the Company within such five (5) day period, such Buyer shall, for all purposes of this Section 4(v), be deemed to have refused and waived to provide any of such New Debt and to have waived all of its rights under this Section 4(v) to purchase any of such New Debt. (2) (I) “Debt Obligations” means any obligations evidenced by bonds, debentures, loans, notes or other similar instruments and any preferred stock but does not include any Common Shares or Common Shares Equivalents.

Debt Participation. To the extent the Other Investors exercise their option to invest in Closing Debt, each Rollover Investor shall have the right (but not the obligation) to purchase, on the same terms and conditions as the Other Investors, a principal amount of such Company Debt not to exceed the product of (a) the aggregate principal amount of such issue of Company Debt purchased by the Other Investors times (b) a fraction (i) the numerator of which is the number of Parent Shares to be owned by such Rollover Investors immediately following the Effective Time and (ii) the denominator of which is the number of Parent Shares to be owned by the Other Investors immediately following the Effective Time. Such Rollover Investor may exercise such option by delivering to Parent a written irrevocable notice of its exercise on or prior to the date the Other Investors are required to exercise their option.

Debt Participation. Subject to the terms and conditions hereof and on the basis of the representations and warranties set forth herein, each Loan Participant severally agrees to participate on the applicable Closing Date, in the payment of the Equipment Cost of each Unit by making a secured loan, to be evidenced by an Equipment Note, to Owner Trustee in an amount equal to the product of the Equipment Cost of such Unit and the applicable percentage set forth on Schedule 2 hereto (which product equals the Direct Loan Balance as of the date hereof allocable to such Unit, and is herein referred to, with respect to a Loan Participant, as its “Loan Participant’s Commitment” and collectively, the “Loan Participants’ Commitment”). The aggregate amount of each Loan Participant’s Commitment required to be made as above provided in the payment of the Equipment Cost on any Closing Date shall equal the Direct Loan Balance allocable to Units for which settlement is made on such Closing Date, which amounts, in the aggregate, are set forth opposite such Loan Participant’s name on Schedule 2 hereto.