Common use of Participations in Canadian Loans Clause in Contracts

Participations in Canadian Loans. (a) Each Committed Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Canadian Participation Funding Notice, to fund (or to cause an Affiliate to fund) its participation in, each outstanding Canadian Loan in an amount equal to its Pro Rata Share of the amount of such Canadian Loan. (b) The Administrative Agent shall promptly notify each Committed Lender of its receipt of a Canadian Participation Funding Notice. Promptly (and in any event within three Business Days) upon receipt of such Notice, each Committed Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of the Canadian Lender an amount in Canadian Dollars and in Same Day Funds equal to its Pro Rata Share of all outstanding Canadian Loans (it being understood that no Committed Lender which is an Affiliate of the Canadian Lender shall be obligated to make any amount available to the Canadian Lender unless otherwise required by the Canadian Lender). If any Committed Lender so notified fails to make available to the Administrative Agent for the account of the Canadian Lender the full amount of such Committed Lender's participations in all Canadian Loans by the date which is three Business Days after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Committed Lender's obligations to fund such participations, from such date to the date such Committed Lender pays such obligations in full, at a rate per annum equal to the Foreign Overnight Rate in effect from time to time during such period. (c) From and after the date on which the Canadian Lender has delivered to the Administrative Agent a Canadian Participation Funding Notice, all funds received by the Canadian Lender in payment of the Canadian Loans, interest accrued thereon after the third Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by the Canadian Lender to the Administrative Agent, in the same funds as those received by the Canadian Lender, to be distributed to all Committed Lenders in accordance with their Pro Rata Shares (i.e., giving effect to the funding of participations pursuant to this Section 4.06), except that the Pro Rata Share of such funds of any Committed Lender that has not funded its participations as provided herein (and of any Committed Lender which is an Affiliate of the Canadian Lender) shall be retained by the Canadian Lender. (d) If the Administrative Agent or the Canadian Lender is required at any time to return to Pentair Canada, or to a trustee, receiver, liquidator or custodian, or any official in any bankruptcy or insolvency proceeding, any portion of any payment made by Pentair Canada to the Administrative Agent or the Canadian Lender in respect of any Canadian Loan or any interest or fee thereon, each Committed Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Canadian Lender the amount of its Pro Rata Share of the amount so returned by the Administrative Agent or the Canadian Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Committed Lender to the Administrative Agent, at a rate per annum equal to the Foreign Overnight Rate from time to time in effect. (e) The Required Lenders, the Canadian Lender and the Administrative Agent may agree on any other reasonable method (such as making assignments of Canadian Loans) for sharing the risks of Canadian Loans ratably among all Committed Lenders according to their Pro Rata Shares so long as such method does not materially disadvantage any Committed Lender.

Participations in Canadian Loans. (a) Each Committed Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Canadian Participation Funding Notice, to fund (or to cause an Affiliate to fund) its participation in, each outstanding Canadian Loan in an amount equal to its Pro Rata Share of the amount of such Canadian Loan. (b) The Administrative Agent shall promptly notify each Committed Lender of its receipt of a Canadian Participation Funding Notice. Promptly (and in any event within three Business Days) upon receipt of such Notice, each Committed Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of the Canadian Lender an amount in Canadian Dollars and in Same Day Funds equal to its Pro Rata Share of all outstanding Canadian Loans (it being understood that no Committed Lender which is an Affiliate of the Canadian Lender shall be obligated to make any amount available to the Canadian Lender unless otherwise required by the Canadian Lender). If any Committed Lender so notified fails to make available to the Administrative Agent for the account of the Canadian Lender the full amount of such Committed Lender's participations in all Canadian Loans by the date which is three Business Days after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Committed Lender's obligations to fund such participations, from such date to the date such Committed Lender pays such obligations in full, at a rate per annum equal to the Foreign Overnight Rate in effect from time to time during such period. (c) From and after the date on which the Canadian Lender has delivered to the Administrative Agent a Canadian Participation Funding Notice, all funds received by the Canadian Lender in payment of the Canadian Loans, interest accrued thereon after the third Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by the Canadian Lender to the Administrative Agent, in the same funds as those received by the Canadian Lender, to be distributed to all Committed Lenders in accordance with their Pro Rata Shares (i.e., giving effect to the funding of participations pursuant to this Section 4.06), except that the Pro Rata Share of such funds of any Committed Lender that has not funded its participations as provided herein (and of any Committed Lender which is an Affiliate of the Canadian Lender) shall be retained by the Canadian Lender. (d) If the Administrative Agent or the Canadian Lender is required at any time to return to Pentair Canadaany Canadian Borrower, or to a trustee, receiver, liquidator or custodian, or any official in any bankruptcy or insolvency proceeding, any portion of any payment made by Pentair Canada any Canadian Borrower to the Administrative Agent or the Canadian Lender in respect of any Canadian Loan or any interest or fee thereon, each Committed Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Canadian Lender the amount of its Pro Rata Share of the amount so returned by the Administrative Agent or the Canadian Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Committed Lender to the Administrative Agent, at a rate per annum equal to the Foreign Overnight Rate from time to time in effect. (e) The Required Lenders, the Canadian Lender and the Administrative Agent may agree on any other reasonable method (such as making assignments of Canadian Loans) for sharing the risks of Canadian Loans ratably among all Committed Lenders according to their Pro Rata Shares so long as such method does not materially disadvantage any Committed Lender.

Participations in Canadian Loans. (a) Each Committed Lender agrees that it shall at all times have a participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Canadian Participation Funding Notice, to fund (or to cause an Affiliate to fund) its participation in, each outstanding Canadian Loan in an amount equal to its Pro Rata Share of the amount of such Canadian Loan. (b) The Administrative Agent shall promptly notify each Committed Lender of its receipt of a Canadian Participation Funding Notice. Promptly (and in any event within three Business Days) upon receipt of such Notice, each Committed Lender shall (or shall cause an Affiliate to) make available to the Administrative Agent for the account of the Canadian Lender an amount in Canadian Dollars and in Same Day Funds equal to its Pro Rata Share of all outstanding Canadian Loans (it being understood that no Committed Lender which is an Affiliate of the Canadian Lender shall be obligated to make any amount available to the Canadian Lender unless otherwise required by the Canadian Lender). If any Committed Lender so notified fails to make available to the Administrative Agent for the account of the Canadian Lender the full amount of such Committed Lender's ’s participations in all Canadian Loans by the date which is three Business Days after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Committed Lender's ’s obligations to fund such participations, from such date to the date such Committed Lender pays such obligations in full, at a rate per annum equal to the Foreign Overnight Rate in effect from time to time during such period. (c) From and after the date on which the Canadian Lender has delivered to the Administrative Agent a Canadian Participation Funding Notice, all funds received by the Canadian Lender in payment of the Canadian Loans, interest accrued thereon after the third Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by the Canadian Lender to the Administrative Agent, in the same funds as those received by the Canadian Lender, to be distributed to all Committed Lenders in accordance with their Pro Rata Shares (i.e., giving effect to the funding of participations pursuant to this Section 4.06), except that the Pro Rata Share of such funds of any Committed Lender that has not funded its participations as provided herein (and of any Committed Lender which is an Affiliate of the Canadian Lender) shall be retained by the Canadian Lender. (d) If the Administrative Agent or the Canadian Lender is required at any time to return to Pentair Canadaany Canadian Borrower, or to a trustee, receiver, liquidator or custodian, or any official in any bankruptcy or insolvency proceeding, any portion of any payment made by Pentair Canada any Canadian Borrower to the Administrative Agent or the Canadian Lender in respect of any Canadian Loan or any interest or fee thereon, each Committed Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Canadian Lender the amount of its Pro Rata Share of the amount so returned by the Administrative Agent or the Canadian Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Committed Lender to the Administrative Agent, at a rate per annum equal to the Foreign Overnight Rate from time to time in effect. (e) The Required Lenders, the Canadian Lender and the Administrative Agent may agree on any other reasonable method (such as making assignments of Canadian Loans) for sharing the risks of Canadian Loans ratably among all Committed Lenders according to their Pro Rata Shares so long as such method does not materially disadvantage any Committed Lender.

Participations in Canadian Loans. (a) Each Committed Lender The Majority Canadian Banks may, in their sole and complete discretion at any time a Default exists, require each Bank which is not, and has not designated a branch or affiliate as, a Canadian Bank (a "Non-Canadian Bank") to, and each Non-Canadian Bank agrees that promptly upon notice from the Majority Canadian Banks it shall at will, purchase from each Canadian Bank (and each Canadian Bank will sell to each Non-Canadian Bank) an undivided participation interest in all times outstanding Canadian Loans in an amount so that, after giving effect to all such purchases and sales, each Bank will have a direct or participation in, and acknowledges that it is irrevocably and unconditionally obligated, upon receipt of notice that the Administrative Agent has received a Canadian Participation Funding Notice, to fund (or to cause an Affiliate to fund) its participation in, each interest in all outstanding Canadian Loan Loans in an amount equal to its Pro Rata Share Commitment Percentage of such Loans. In furtherance of the amount foregoing, each Bank agrees that promptly upon receipt of such notice it will transfer to the Canadian LoanAdministrative Agent, in immediately available funds, an amount equal to its Commitment Percentage of all outstanding Canadian Loans, and promptly upon receipt of such funds the Canadian Administrative Agent will transfer to each Canadian Bank its pro rata share thereof. (b) The Whenever, at any time after the Canadian Administrative Agent has received funds from a Non-Canadian Bank in payment of its participation interest in the Canadian Loans pursuant to clause (a), the Canadian Administrative Agent receives any payment on account of any Canadian Loans, the Canadian Administrative Agent will distribute such funds in a manner which gives effect to the purchase of such participation interests (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Non-Canadian Bank's participation interest was outstanding and funded and to reflect any amounts withheld on account of withholding taxes attributable to any particular Bank) in like funds as received (and if any Canadian Bank receives any payment directly on account of any Canadian Loan, such Canadian Bank shall promptly notify each Committed Lender of its receipt of a Canadian Participation Funding Notice. Promptly (and in any event within three Business Days) upon receipt of such Notice, each Committed Lender shall (or shall cause an Affiliate to) make available deliver the proceeds thereof to the Canadian Administrative Agent for distribution as provided above); provided, however, that in the account of event any such payment is required to be returned by the Canadian Lender an amount in Administrative Agent or any Canadian Dollars and in Same Day Funds equal to its Pro Rata Share of all outstanding Bank, such Non-Canadian Loans (it being understood that no Committed Lender which is an Affiliate of the Canadian Lender shall be obligated to make any amount available Bank will return to the Canadian Lender unless otherwise required Administrative Agent or such Canadian Bank any portion thereof previously distributed by the Canadian Lender). If any Committed Lender so notified fails to make available to the Administrative Agent for the account of the Canadian Lender the full amount of such Committed Lender's participations to it in all Canadian Loans by the date which like funds as is three Business Days after its receipt of such notice from the Administrative Agent, then interest shall accrue on such Committed Lender's obligations required to fund such participations, from such date to the date such Committed Lender pays such obligations in full, at a rate per annum equal to the Foreign Overnight Rate in effect from time to time during such period. (c) From and after the date on which the Canadian Lender has delivered to the Administrative Agent a Canadian Participation Funding Notice, all funds received be returned by the Canadian Lender in payment of the Canadian Loans, interest accrued thereon after the third Business Day following delivery of such notice and other amounts payable in respect thereof shall be delivered by the Canadian Lender to the Administrative Agent, in the same funds as those received by the Canadian Lender, to be distributed to all Committed Lenders in accordance with their Pro Rata Shares (i.e., giving effect to the funding of participations pursuant to this Section 4.06), except that the Pro Rata Share of such funds of any Committed Lender that has not funded its participations as provided herein (and of any Committed Lender which is an Affiliate of the Canadian Lender) shall be retained by the Canadian Lender. (d) If the Administrative Agent or the such Canadian Lender is required at any time to return to Pentair Canada, or to a trustee, receiver, liquidator or custodian, or any official in any bankruptcy or insolvency proceeding, any portion of any payment made by Pentair Canada to the Administrative Agent or the Canadian Lender in respect of any Canadian Loan or any interest or fee thereon, each Committed Lender shall, on demand of the Administrative Agent, forthwith return to the Administrative Agent for the account of the Canadian Lender the amount of its Pro Rata Share of the amount so returned by the Administrative Agent or the Canadian Lender plus interest thereon from the date such demand is made to the date such amount is returned by such Committed Lender to the Administrative Agent, at a rate per annum equal to the Foreign Overnight Rate from time to time in effectBank. (e) The Required Lenders, the Canadian Lender and the Administrative Agent may agree on any other reasonable method (such as making assignments of Canadian Loans) for sharing the risks of Canadian Loans ratably among all Committed Lenders according to their Pro Rata Shares so long as such method does not materially disadvantage any Committed Lender.