Common use of Risk Participation Clause in Contracts

Risk Participation. Immediately and automatically upon the occurrence of a Default under Section 7.1(e), all Syndicated Canadian Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Syndicated Canadian Loan determined as of the date of such conversion and each Syndicated Global Lender shall be deemed to have automatically, irrevocably and unconditionally purchased and received (to the extent of its unused Commitment) from each other Lender an undivided interest and participation in and to each Loan in such amounts as are necessary such that, after giving effect thereto, each Syndicated Global Lender shall hold its Pro Rata Share of each Loan; provided, that to the extent such conversion shall occur other than at the end of an Interest Period, the Borrowers shall pay to the Global Administrative Agent for the ratable benefit of each applicable Lender, all losses and breakage costs related thereto in accordance with Section 3.4 and, upon the written request of the Global Administrative Agent, each of the Syndicated Global Lenders shall pay to the Global Administrative Agent for the ratable benefit of each applicable Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the applicable Loan purchased by such Syndicated Global Lender pursuant to this Section 2.2(E). In the event that any Syndicated Global Lender fails to make payment to the Global Administrative Agent of any amount due under this Section 2.2(E), the Global Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Syndicated Global Lender hereunder until the Global Administrative Agent receives from such Syndicated Global Lender an amount sufficient to discharge such Syndicated Global Lender’s payment obligation as prescribed in this Section 2.2(E) together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand by the applicable Lender and ending on the date such obligation is fully satisfied. The Global Administrative Agent will promptly remit all payments received as provided above to each relevant Lender.

Risk Participation. Immediately and automatically upon By the occurrence issuance of a Default under Section 7.1(e), all Syndicated Canadian Loans shall be converted Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and redenominated in Dollars equal to without any further action on the Dollar Amount of each such Syndicated Canadian Loan determined as part of the date of such conversion and each Syndicated Global Lender Issuing Bank, the Issuing Bank shall be deemed to have automaticallygranted to each Lender with a Letter of Credit Commitment, irrevocably and unconditionally purchased and received (each Lender with a Letter of Credit Commitment shall be deemed to the extent of its unused Commitment) from each other Lender an undivided interest and have purchased, a participation in and each Letter of Credit, in an amount equal to each Loan in such amounts as are necessary such that, after giving effect thereto, each Syndicated Global Lender shall hold its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each Loan; provided, that such Lender agrees to the extent such conversion shall occur other than at the end of an Interest Period, the Borrowers shall pay to the Global Administrative Agent for the ratable benefit of each applicable Lender, all losses and breakage costs related thereto in accordance with Section 3.4 and, upon the written request of the Global Administrative Agent, each for the account of the Syndicated Global Lenders shall Issuing Bank, such Lender’s Pro Rata Share of any payments made by the Issuing Bank under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a Letter of Credit Commitment hereby absolutely and unconditionally agrees to pay to the Global Administrative Agent Agent, for the ratable benefit account of each applicable Lender not later than two (2) Business Days following a request for payment from the Issuing Bank, such Lender’s Pro Rata Share of such payment made by the Issuing Bank and not reimbursed by Borrower on the date due as provided in this Section 2.09(d), in Dollarsor of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender with a Letter of Credit Commitment acknowledges and agrees that its obligation to deliver to the Administrative Agent, for the account of the Issuing Bank, an amount equal to the undivided interest in and participation in the applicable Loan purchased by such Syndicated Global Lender its respective Pro Rata Share pursuant to this Section 2.2(E)2.09(d) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Article 5 hereof. In the event that If any Syndicated Global such Lender fails to make payment available to the Global Administrative Agent the amount of such Lender’s Pro Rata Share of any amount due under payments made by the Issuing Bank in respect of such Letter of Credit as provided in this Section 2.2(E2.09(d), the Global Administrative Agent (for the account of the Issuing Bank) shall be entitled to receive, retain and apply against recover such obligation the principal and interest otherwise payable to such Syndicated Global Lender hereunder until the Global Administrative Agent receives amount on demand from such Syndicated Global Lender an amount sufficient to discharge such Syndicated Global Lender’s payment obligation as prescribed in this Section 2.2(E) together with interest thereon at the Federal Funds Effective Defaulting Lender Rate for each day during the period commencing on the date of demand by the applicable Lender and ending on the date such obligation is fully satisfied. The Global Administrative Agent will promptly remit all payments received as provided above to each relevant Lenderuntil paid in full.

Risk Participation. Immediately and automatically upon the occurrence of a Default under Section 7.1(eSections 7.1(f) or (g), all Syndicated Canadian Loans shall be converted to and redenominated in Dollars equal to the Dollar Amount of each such Syndicated Canadian Loan determined as of the date of such conversion and each Syndicated Global Lender shall be deemed to have automatically, irrevocably and unconditionally purchased and received (to the extent of its unused Commitment) from each other Lender an undivided interest and participation in and to each Loan in such amounts as are necessary such that, after giving effect thereto, each Syndicated Global Lender shall hold its Pro Rata Share of each Loan; provided, that to the extent such conversion shall occur other than at the end of an Interest Period, the Borrowers shall pay to the Global Administrative Agent for the ratable benefit of each applicable Lender, all losses and breakage costs related thereto in accordance with Section 3.4 and, upon the written request of the Global Administrative Agent, each of the Syndicated Global Lenders shall pay to the Global Administrative Agent for the ratable benefit of each applicable Lender not later than two (2) Business Days following a request for payment from such Lender, in Dollars, an amount equal to the undivided interest in and participation in the applicable Loan purchased by such Syndicated Global Lender pursuant to this Section 2.2(E). In the event that any Syndicated Global Lender fails to make payment to the Global Administrative Agent of any amount due under this Section 2.2(E), the Global Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Syndicated Global Lender hereunder until the Global Administrative Agent receives from such Syndicated Global Lender an amount sufficient to discharge such Syndicated Global Lender’s payment obligation as prescribed in this Section 2.2(E) together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand by the applicable Lender and ending on the date such obligation is fully satisfied. The Global Administrative Agent will promptly remit all payments received as provided above to each relevant Lender.