Common use of Participations; Unconditional Obligations Clause in Contracts

Participations; Unconditional Obligations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Fronting Bank or the Participating Lenders in respect thereof, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby agrees to acquire from the Fronting Bank, a participation in such Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Letter of Credit effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Letter of Credit, effective on the Closing Date. In consideration and in furtherance of the foregoing, each Participating Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, on behalf of the Fronting Bank, in accordance with Section 2.02(e), such Participating Lender's Applicable Percentage of each LC Disbursement made by the Fronting Bank; provided, however, that the Participating Lenders shall not be obligated to make any such payment to the Fronting Bank with respect to any wrongful payment or disbursement made under any Letter of Credit as a result of the gross negligence or wilful misconduct of the Fronting Bank. (b) Each Participating Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder or the termination of the LC Commitment or the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations; Unconditional Obligations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Fronting Bank or the Participating Lenders in respect thereof, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby agrees to acquire from the Fronting Bank, a participation in such Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Letter of Credit Credit, effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Letter of Credit, effective on the Closing Date. In consideration and in furtherance of the foregoing, each Participating Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, on behalf of the Fronting Bank, Bank in accordance with Section 2.02(e2.02(f), such Participating Lender's Applicable Percentage of each LC Disbursement made by the Fronting Bank; provided, however, that the Participating Lenders shall not be obligated to make any such payment to the Fronting Bank with respect to any wrongful payment or disbursement made under any Outstanding Letter of Credit as a result of the gross negligence or wilful misconduct conduct of the Fronting Bank. (b) Each Participating Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above of this Section 3.02 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default hereunder or the termination of the LC Commitment or the CommitmentsDefault hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations; Unconditional Obligations. (a) By ------------------------------------------ the issuance of a Letter of Credit and without any further action on the part of the Fronting Bank or the Participating Lenders in respect thereof, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby agrees to acquire from the Fronting Bank, a participation in such Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Letter of Credit effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Prior Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Prior Letter of Credit, effective on the Closing Date. In consideration and in furtherance of the foregoing, each Participating Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, on behalf of the Fronting Bank, in accordance with Section 2.02(e), such Participating Lender's Applicable Percentage of each LC Disbursement made by the Fronting Bank; provided, however, that the Participating Lenders shall not be obligated to make any such payment to the Fronting Bank with respect to any wrongful payment or disbursement made under any Letter of Credit as a result of the gross negligence or wilful misconduct of the Fronting Bank. (b) Each Participating Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default hereunder or the termination of the LC Commitment or the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations; Unconditional Obligations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Fronting Issuing Bank or the Participating Lenders in respect thereof, the Fronting Issuing Bank hereby grants to each Participating Lender, and each Participating Lender hereby agrees to acquire from the Fronting Issuing Bank, a participation in such Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Letter of Credit Credit, effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Letter of Credit, effective on the Closing Date. In consideration and in furtherance of the foregoing, each Participating Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, on behalf of the Fronting Issuing Bank, in accordance with Section 2.02(e), such Participating Lender's Applicable Percentage of each LC Letter of Credit Disbursement made by the Fronting Issuing Bank; provided, however, that the Participating Lenders shall not be obligated to make any such payment to the Fronting Issuing Bank with respect to any wrongful payment or disbursement made under any Outstanding Letter of Credit as a result of the gross negligence or wilful misconduct of the Fronting Issuing Bank. (b) Each Participating Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default hereunder or the termination Potential Event of the LC Commitment or the CommitmentsDefault hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations; Unconditional Obligations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Fronting Bank applicable Issuing Bank, the Revolving Lenders, the Supplemental Revolving Lenders or the Participating Canadian Revolving Lenders in respect thereof, the Fronting each Issuing Bank hereby grants to each Participating Revolving Lender, Supplemental Revolving Lender or Canadian Revolving Lender, as the case may be, and each Participating Lender Revolving Lender, Canadian Revolving Lender, Supplemental Revolving Lender, as the case may be, hereby agrees to acquire from the Fronting such Issuing Bank, a participation in such Letter of Credit equal to such Participating Revolving Lender's, Canadian Revolving Lender's or Supplemental Revolving Lender's, as the case may be, Applicable Percentage of the face amount of such Letter of Credit Credit, effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Letter of Credit, effective on the Closing Date. In consideration and in furtherance of the foregoing, each Participating Revolving Lender, Supplemental Revolving Lender or Canadian Revolving Lender, as the case may be, hereby absolutely and unconditionally agrees to pay to the Administrative Applicable Agent, on behalf for the account of the Fronting such Issuing Bank, in accordance with Section 2.02(e2.02(f), such Participating Revolving Lender's 's, Supplemental Revolving Lender's, Supplemental Revolving Lenders or Canadian Revolving Lender's, as the case may be, Applicable Percentage of each LC Letter of Credit Disbursement made by the Fronting such Issuing Bank; provided, however, that the Participating Revolving Lenders, Supplemental Revolving Lenders or Canadian Revolving Lenders, as the case may be, shall not be obligated to make any such payment to the Fronting an Issuing Bank with respect to any wrongful payment or disbursement made under any Letter of Credit as a result of the gross negligence or wilful willful misconduct of such Issuing Bank in determining whether documents presented in connection with such Letter of Credit Disbursement conform to the Fronting requirements of the applicable Letter of Credit. In order to make payments required by the preceding sentence, each Supplemental Revolving Lender hereby irrevocably authorizes the Administrative Agent to make available to such Issuing Bank upon demand at the Issuing Bank's address for notices specified herein such Supplemental Revolving Lender's Applicable Percentage of the amount of such draft, or any part thereof, that is not so reimbursed from amounts on deposit in such Supplemental Revolving Lender's Supplemental Revolving Credit Linked Account (whether or not the conditions to borrowing set forth in Section 4.02 are satisfied). (b) Each Participating Revolving Lender, Supplemental Revolving Lender and Canadian Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default hereunder or the termination of the LC Commitment or the CommitmentsDefault hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverwhatsoever other than in the case of any wrongful payment made as a result of the gross negligence or willful misconduct of the Issuing Bank in determining whether documents presented in connection with such Letter of Credit conform to the requirements of the applicable Letter of Credit.

Participations; Unconditional Obligations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Fronting Bank applicable Issuing Bank, the Revolving Lenders or the Participating Canadian Revolving Lenders in respect thereof, the Fronting each Issuing Bank hereby grants to each Participating Revolving Lender or Canadian Revolving Lender, as the case may be, and each Participating Revolving Lender or Canadian Revolving Lender, as the case may be, hereby agrees to acquire from the Fronting such Issuing Bank, a participation in such Letter of Credit equal to such Participating Revolving Lender's or Canadian Revolving Lender's, as the case may be, Applicable Percentage of the face amount of such Letter of Credit Credit, effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Letter of Credit, effective on the Closing Date. In consideration and in furtherance of the foregoing, each Participating Revolving Lender or Canadian Revolving Lender, as the case may be, hereby absolutely and unconditionally agrees to pay to the Administrative Applicable Agent, on behalf for the account of the Fronting such Issuing Bank, in accordance with Section 2.02(e2.02(f), such Participating Revolving Lender's or Canadian Revolving Lender's, as the case may be, Applicable Percentage of each LC Letter of Credit Disbursement made by the Fronting such Issuing Bank; providedPROVIDED, howeverHOWEVER, that the Participating Revolving Lenders or Canadian Revolving Lenders, as the case may be, shall not be obligated to make any such payment to the Fronting an Issuing Bank with respect to any wrongful payment or disbursement made under any Letter of Credit as a result of the gross negligence or wilful willful misconduct of such Issuing Bank in determining whether documents presented in connection with such Letter of Credit Disbursement conform to the Fronting Bankrequirements of the applicable Letter of Credit. (b) Each Participating Revolving Lender and Canadian Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default hereunder or the termination of the LC Commitment or the CommitmentsDefault hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverwhatsoever other than in the case of any wrongful payment made as a result of the gross negligence or willful misconduct of the Issuing Bank in determining whether documents presented in connection with such Letter of Credit conform to the requirements of the applicable Letter of Credit.

Participations; Unconditional Obligations. (a) By the issuance of a Letter of Credit or the origination of a Bankers' Acceptance and without any further action on the part of the Fronting Bank that issued such Letter of Credit or originated such Bankers' Acceptance or the Participating Lenders in respect thereof, the such Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby agrees to acquire from the such Fronting Bank, a participation in such Letter of Credit or Bankers' Acceptance, as the case may be, equal to such Participating Lender's Applicable Percentage of the face amount of such Letter of Credit or Bankers' Acceptance, as the case may be, effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Letter of Credit, effective on the Closing Dateor Bankers' Acceptance. In consideration and in furtherance of the foregoing, each Participating Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, on behalf of the applicable Fronting Bank, in accordance with Section 2.02(e2.02(f), in the case of participations in Letters of Credit, and Section 2.02(g), in the case of participations in Bankers' Acceptances, such Participating Lender's Applicable Percentage of each LC Disbursement or BA Disbursement, as the case may be, made by the such Fronting Bank; provided, however, that the Participating Lenders shall not be obligated to make any such payment to the such Fronting Bank with respect to any wrongful payment or disbursement made under any Letter of Credit or any Bankers' Acceptance as a result of the gross negligence or wilful misconduct of the such Fronting Bank. (b) Each Participating Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above in respect of Letters of Credit and Bankers' Acceptances is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default hereunder or the termination of the LC Commitment or the CommitmentsDefault hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations; Unconditional Obligations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Fronting Bank or the Participating Lenders in respect thereof, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby agrees to acquire from the Fronting Bank, a participation in such Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Letter of Credit Credit, effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Letter of Credit, Credit effective on the Closing DateDate and the Borrower hereby acknowledges and agrees that it shall be the account party under each Existing Letter of Credit as though such Existing Letters of Credit were issued hereunder. In consideration and in furtherance of the foregoing, each Participating Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, on behalf of the Fronting Bank, Bank in accordance with Section 2.02(e2.02(f), such Participating Lender's Applicable Percentage of each LC Disbursement made by the Fronting Bank; providedPROVIDED, howeverHOWEVER, that the Participating Lenders shall not be obligated to make any such payment to the Fronting Bank with respect to any wrongful payment or disbursement made under any Outstanding Letter of Credit as a result of the gross negligence or wilful misconduct conduct of the Fronting Bank. (b) Each Participating Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above of this Section 3.02 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default hereunder or the termination of the LC Commitment or the CommitmentsDefault hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Participations; Unconditional Obligations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Fronting Bank applicable Issuing Bank, the Revolving Lenders or the Participating Supplemental Revolving Lenders in respect thereof, the Fronting each Issuing Bank hereby grants to each Participating Revolving Lender or Supplemental Revolving Lender, as the case may be, and each Participating Revolving Lender and Supplemental Revolving Lender, as the case may be, hereby agrees to acquire from the Fronting such Issuing Bank, a participation in such Letter of Credit equal to such Participating Revolving Lender's or Supplemental Revolving Lender's, as the case may be, Applicable Percentage of the face amount of such Letter of Credit Credit, effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Letter of Credit, effective on the Closing Date. In consideration and in furtherance of the foregoing, each Participating Revolving Lender or Supplemental Revolving Lender, as the case may be, hereby absolutely and unconditionally agrees to pay to the Administrative Agent, on behalf for the account of the Fronting such Issuing Bank, in accordance with Section 2.02(e2.02(f), such Participating Revolving Lender's or Supplemental Revolving Lender's, as the case may be, Applicable Percentage of each LC Letter of Credit Disbursement made by the Fronting such Issuing Bank; provided, however, that the Participating Revolving Lenders or Supplemental Revolving Lenders, as the case may be, shall not be obligated to make any such payment to the Fronting an Issuing Bank with respect to any wrongful payment or disbursement made under any Letter of Credit as a result of the gross negligence or wilful willful misconduct of such Issuing Bank in determining whether documents presented in connection with such Letter of Credit Disbursement conform to the Fronting requirements of the applicable Letter of Credit. In order to make payments required by the preceding sentence, each Supplemental Revolving Lender hereby irrevocably authorizes the Administrative Agent to make available to such Issuing Bank upon demand at the Issuing Bank's address for notices specified herein such Supplemental Revolving Lender's Applicable Percentage of the amount of such draft, or any part thereof, that is not so reimbursed from amounts on deposit in such Supplemental Revolving Lender's Supplemental Revolving Credit Linked Account (whether or not the conditions to borrowing set forth in Section 4.02 are satisfied). (b) Each Participating Revolving Lender and Supplemental Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default hereunder or the termination of the LC Commitment or the CommitmentsDefault hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverwhatsoever other than in the case of any wrongful payment made as a result of the gross negligence or willful misconduct of the Issuing Bank in determining whether documents presented in connection with such Letter of Credit conform to the requirements of the applicable Letter of Credit.

Participations; Unconditional Obligations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Fronting Bank or the Participating Lenders in respect thereof, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby agrees to acquire from the Fronting Bank, a participation in such Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Letter of Credit Credit, effective upon the issuance of such Letter of Credit. In addition, the Fronting Bank hereby grants to each Participating Lender, and each Participating Lender hereby acquires from the Fronting Bank, a participation in each Existing Letter of Credit equal to such Participating Lender's Applicable Percentage of the face amount of such Existing Letter of Credit, effective on the Closing Date. In consideration and in furtherance of the foregoing, each Participating Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, on behalf of the Fronting Bank, Bank in accordance with Section 2.02(e2.02(f), such Participating Lender's Applicable Percentage of each LC Disbursement made by the Fronting Bank; provided, however, that the Participating Lenders shall not be obligated to make any such payment to the Fronting Bank with respect to any wrongful payment or disbursement made under any Outstanding Letter of Credit as a result of the gross negligence or wilful misconduct conduct of the Fronting Bank. Each Letter of Credit previously issued pursuant to the Original Credit Agreement shall remain outstanding in accordance with the terms hereof and of such Letter of Credit, subject to repayment of LC Disbursements as provided herein. (b) Each Participating Lender acknowledges and agrees that its obligation to acquire participations pursuant to paragraph (a) above of this Section 3.02 in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default hereunder or the termination of the LC Commitment or the CommitmentsDefault hereunder, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.