Common use of Sponsor’s Obligation Clause in Contracts

Sponsor’s Obligation. In the event that the interest received by the Servicer from the US Borrowers since the immediately prior Participant Monthly Payment Date is not sufficient to pay the interest to the Participants on the next Participant Monthly Payment Date as required pursuant hereto in the applicable currency or in the event that the interest received by the Servicer from the Canadian Borrowers since the immediately prior Participant Canadian Monthly Payment Date is not sufficient to pay the interest to the Participants on the next Participant Canadian Monthly Payment Date as required pursuant hereto in the applicable currency, the Sponsor shall, upon demand of the Servicer, immediately fund such difference to the Servicer in the applicable currency (with such payment allocated to specific Loan Payment Defaults as agreed by Sponsor and Servicer) and if such shortfall results from Loan Payment Defaults rather than interest rate variances, either, at the election of the Sponsor, (x) the Sponsor shall be reimbursed by the Servicer upon receipt of such amount from the applicable Borrower, (y) the Loan Indebtedness of such Borrower shall be deemed to be reduced by such amount for purposes of a repayment or purchase of such Defaulted Loan by Sponsor in accordance with the terms of this Agreement or (z) if elected by Sponsor and if such amount is sufficient to cure any Loan Payment Default, such amount shall be deemed to have satisfied Sponsor’s obligation to cure such Loan Payment Default hereunder.

Sponsor’s Obligation. In the event that the interest received by the Servicer from the US Borrowers since the immediately prior Participant Monthly on any Payment Date is not sufficient to pay the interest to the Participants on the next Participant Monthly Payment Date as required pursuant hereto in the applicable currency or in the event that the interest received by the Servicer from the Canadian Borrowers since the immediately prior Participant Canadian Monthly Payment Date is not sufficient to pay the interest to the Participants on the next Participant Canadian Monthly Payment Date as required pursuant hereto in the applicable currencyhereto, the Sponsor shall, upon demand of the Servicer, immediately fund such difference to the Servicer in the applicable currency (with such payment allocated to specific Loan Payment Defaults as agreed by Sponsor and Servicer) and if such shortfall results from Loan Payment Defaults rather than interest rate variances, either, at the election of the Sponsor, (x) the Sponsor shall be reimbursed by the Servicer upon receipt of such amount from the applicable Borrower, (y) the Loan Indebtedness of such Borrower shall be deemed to be reduced by such amount for purposes of a repayment or purchase of such Defaulted Loan by Sponsor in accordance with the terms of this Agreement or (z) if elected by Sponsor and if such amount is sufficient to cure any Loan Payment Default, such amount shall be deemed to have satisfied Sponsor’s obligation to cure such Loan Payment Default hereunder. In the event that LIBOR is not determinable by the Bank or it becomes impossible or illegal for the Bank to determine the Funded Participants Interest based upon LIBOR, the parties agree that in such event the Funded Participants Interest shall bear interest at a rate per annum equal to the Prime Rate plus a mutually agreed upon spread based upon current market conditions.

Sponsor’s Obligation. In the event that the interest received by the Servicer from the US Borrowers since the immediately prior Participant Monthly Payment Date is not sufficient to pay the interest to the Participants on the next Participant Monthly Payment Date as required pursuant hereto in the applicable currency or in the event that the interest received by the Servicer from the Canadian Borrowers since the immediately prior Participant Canadian Monthly Payment Date is not sufficient to pay the interest to the Participants on the next Participant Canadian Monthly Payment Date as required pursuant hereto in the applicable currency, the Sponsor shall, upon demand of the Servicer, immediately fund such difference to the Servicer in the applicable currency (with such payment allocated to specific Loan Payment Defaults as agreed by Sponsor and Servicer) and if such shortfall results from Loan Payment Defaults rather than interest rate variances, either, at the election of the Sponsor, (x) the Sponsor shall be reimbursed by the Servicer upon receipt of such amount from the applicable Borrower, (y) the Loan Indebtedness of such Borrower shall be deemed to be reduced by such amount for purposes of a repayment or purchase of such Defaulted Loan by Sponsor in accordance with the terms of this Agreement or (z) if elected by Sponsor and if such amount is sufficient to cure any Loan Payment Default, such amount shall be deemed to have satisfied Sponsor’s obligation to cure such Loan Payment Default hereunder. Benchmark Not Determinable or Illegal. In the event that Term SOFR is not determinable by the Servicer or it becomes impossible or illegal for the Servicer to calculate interest on the US Funded Participations based upon Term SOFR, the parties agree that in such event that interest on the US Funded Participations shall bear interest at a rate per annum equal to the Prime Rate plus a mutually agreed upon spread based upon current market conditions. In the event that Canadian LIBOR is not determinable by the Servicer or it becomes impossible or illegal for the Servicer to calculate interest on the Canadian Funded Participations based upon Canadian LIBOR, the parties agree that in such event that interest on the Canadian Funded Participations shall bear interest at a rate per annum equal to the Canadian Prime Rate plus a mutually agreed upon spread based upon current market conditions. Notwithstanding anything to the contrary herein or in any other Operative Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of any applicable then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Operative Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Operative Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Participants without any amendment to, or further action or consent of any other party to, this Agreement or any other Operative Document so long as the Servicer has not received, by such time, written notice of objection to such Benchmark Replacement from Participants comprising the Required Participants. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Servicer will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Operative Document, any amendments implementing such Conforming Changes (and no other changes) will become effective without any further action or consent of any other party to this Agreement or any other Operative Document. The Servicer will promptly notify the Sponsor and the Participants of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Servicer will promptly notify the Sponsor of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.5(d)(vi). Any determination, decision or election that may be made by the Servicer or, if applicable, any Participant (or group of Participants) pursuant to this Section 2.5(d)(iii)-(vi), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Operative Document, except, in each case, as expressly required pursuant to this Section 2.5(d)(iii)-(vi). Upon the Sponsor’s receipt of notice of the commencement of a Benchmark Unavailability Period, any Funded Participations shall bear interest as set forth in Section 2.5(d)(i) or 2.5(d)(ii), as applicable.