Common use of Bank Participation Clause in Contracts

Bank Participation. Each Bank severally agrees to participate with the LC Bank in the extension of credit arising from the issuance of the Letters of Credit in an amount equal to such Bank's Proportionate Share of the Stated Amount of each Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Bank of such participation in such amount. The LC Bank may request the Banks to pay to the LC Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by the LC Bank under any Letter of Credit by contacting each Bank and Administrative Agent telephonically (promptly confirmed in writing) at any time after the LC Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Bank's Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that the LC Bank shall not request the Banks to make any payment under this Section 2.2.8 in connection with any portion of a Drawing Payment for which the LC Bank has been reimbursed by Borrower (unless such reimbursement has been thereafter rescinded or recovered by Borrower). Upon receipt of any such request for payment from the LC Bank, each Bank shall pay to the LC Bank such Bank's Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the Federal Funds Rate, as in effect from time to time, from the date of such Drawing Payment to the date on which such Bank makes payment. Each Bank's obligation to make each such payment to the LC Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuation of any Borrower Inchoate Default or Borrower Event of Default, or the failure of any other Bank to make any payment under this Section 2.2.8, and each Bank further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Bank Participation. Each Tranche A Bank severally agrees to participate with the LC Bank in the extension of credit arising from the issuance of the Primary Letters of Credit in an amount equal to such Bank's Proportionate Share of the Stated Amount of each Primary Letter of Credit, and the issuance of a Primary Letter of Credit shall be deemed a confirmation to the LC Bank of such participation in such amount. Each Tranche B Bank severally agrees to participate with the LC Bank in the extension of credit arising from the issuance of the Secondary Letters of Credit in an amount equal to such Bank's Proportionate Share of the Stated Amount of each Secondary Letter of Credit and the issuance of a Secondary Letter of Credit shall be deemed a confirmation to the LC Bank of such participation in such amount. The LC Bank may request the applicable Banks to pay to the LC Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by the LC Bank under any Letter of Credit by contacting each applicable Bank and Administrative Agent telephonically (promptly confirmed in writing) at any time after the LC Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Bank's Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that the LC Bank shall not request the Banks to make any payment under this Section 2.2.8 in connection with any portion of a Drawing Payment for which the LC Bank has been reimbursed by Borrower (unless such reimbursement has been thereafter rescinded or recovered by Borrower). Upon receipt of any such request for payment from the LC Bank, each Bank shall pay to the LC Bank such Bank's Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the Federal Funds Rate, as in effect from time to time, from the date of such Drawing Payment to the date on which such Bank makes payment. Each Bank's obligation to make each such payment to the LC Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuation of any Borrower Inchoate Default or Borrower Event of Default, or the failure of any other Bank to make any payment under this Section 2.2.8, and each Bank further agrees that each such payment shall be made without any offset, abatement, abatement withholding or reduction whatsoever." (w) Section 2.2.7(b) is amended by replacing "Majority Banks" with "Majority Tranche A Banks". (x) Section 2.2.12(a) is amended by replacing "the sum of its Working Capital/Project LC Commitment and its DSR LC Commitment" with "its Working Capital/Project LC Commitment". (y) Section 2.2.14 is inserted as follows:

Bank Participation. Each Bank severally agrees to participate with the LC Bank in the extension of credit arising from the issuance of the Letters of Credit in an amount equal to such Bank's Proportionate Share of the Stated Amount of each Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Bank of such participation in such amount. The After written notification by LC Bank to Administrative Agent at any time after LC Bank has received notice of or request for any Drawing Payment, Administrative Agent may request the Banks to pay to the Administrative Agent on behalf of LC Bank their respective Proportionate Shares of all or any portion of any such Drawing Payment made or to be made by the LC Bank under any Letter of Credit by contacting each Bank and Administrative Agent telephonically (promptly confirmed in writing) at any time after the LC Bank has received notice of or request for such Drawing Payment), and specifying the amount of such Drawing PaymentPayment (as set forth in LC Bank's written notification of Administrative Agent of the same), such Bank's Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was mademade (as set forth in LC Bank's written notification of Administrative Agent of the same); provided, however, that the LC Bank Administrative Agent shall not request the Banks to make any payment under this Section 2.2.8 2.2.7 in connection with any portion of a Drawing Payment for which the LC Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such reimbursement Reimbursement Payment has been thereafter rescinded or recovered by Borrower). Upon receipt of any such request for payment from the LC BankAdministrative Agent, each Bank shall pay to the LC Bank Administrative Agent such Bank's Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the Federal Funds Rate, as in effect from time to time, from the date of such Drawing Payment to the date on which such Bank makes payment, and Administrative Agent shall promptly thereafter pay to LC Bank all amounts so received. Each Bank's obligation to make each such payment to the LC Bank Administrative Agent shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuation continuance of any Borrower Inchoate Default or Borrower Event of Default, or the failure of any other Bank to make any payment under this Section 2.2.82.2.7, and each Bank further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or LC Bank, Administrative Agent or LC Bank, as applicable, shall pay to each Bank which has paid its Proportionate Share of the Drawing Payment such Bank's Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to LC Bank and, in the case of LC Bank, retain, the balance of such Reimbursement Payment.

Bank Participation. Each Bank severally agrees to participate with the LC Bank in the extension of credit arising from the issuance of the Letters of Credit in an amount equal to such Bank's Proportionate Share of the Stated Amount of each Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Bank of such participation in such amount. The After written notification by LC Bank to Administrative Agent at any time after LC Bank has received notice of or request for any Drawing Payment, Administrative Agent may request the Banks to pay to the Administrative Agent on behalf of LC Bank their respective Proportionate Shares of all or any portion of any such Drawing Payment made or to be made by the LC Bank under any Letter of Credit by contacting each Bank and Administrative Agent telephonically (promptly confirmed in writing) at any time after the LC Bank has received notice of or request for such Drawing Payment), and specifying the amount of such Drawing PaymentPayment (as set forth in LC Bank's written notification of Administrative Agent of the same), such Bank's Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was mademade (as set forth in LC Bank's written notification of Administrative Agent of the same); provided, however, that the LC Bank Administrative Agent shall not request the Banks to make any payment under this Section 2.2.8 2.2.7 in connection with any portion of a Drawing Payment for which the LC Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such reimbursement Reimbursement Payment has been thereafter rescinded or recovered by Borrower). Upon receipt of any such request for payment from the LC BankAdministrative Agent, each Bank shall pay to the LC Bank Administrative Agent such Bank's Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the Federal Funds Rate, as in effect from time to time, from the date of such Drawing Payment to the date on which such Bank makes payment. Each Bank's obligation to make each such payment to the LC Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuation of any Borrower Inchoate Default or Borrower Event of Default, or the failure of any other Bank to make any payment under this Section 2.2.8, and each Bank further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.Administrative

Bank Participation. Each Bank severally agrees to participate with the LC Bank in the extension of credit arising from the issuance of the Letters of Credit in an amount equal to such Bank's Proportionate Share of the Stated Amount of each Letter of Credit, and the issuance of a Letter of Credit shall be deemed a confirmation to the LC Bank of such participation in such amount. The LC Bank may request the Banks to pay to the LC Bank their respective Proportionate Shares of all or any portion of any Drawing Payment made or to be made by the LC Bank under any Letter of Credit by contacting each Bank and Administrative Agent telephonically (promptly confirmed in writing) at any time after the LC Bank has received notice of or request for such Drawing Payment, and specifying the amount of such Drawing Payment, such Bank's Proportionate Share thereof, and the date on which such Drawing Payment is to be made or was made; provided, however, that the LC Bank shall not request the Banks to make any payment under this Section 2.2.8 2.2.7 in connection with any portion of a Drawing Payment for which the LC Bank has been reimbursed through a Reimbursement Payment by Borrower (unless such reimbursement Reimbursement Payment has been thereafter rescinded or recovered by Borrower). Upon receipt of any such request for payment from the LC Bank, each Bank shall pay to the LC Bank such Bank's Proportionate Share of the unreimbursed portion of such Drawing Payment, together with interest thereon at a per annum rate equal to the Federal Funds Rate, as in effect from time to time, from the date of such Drawing Payment to the date on which such Bank makes payment. Each Bank's obligation to make each such payment to the LC Bank shall be absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including the occurrence or continuation continuance of any Borrower Inchoate Default or Borrower Event of Default, or the failure of any other Bank to make any payment under this Section 2.2.82.2.7, and each Bank further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. If any Reimbursement Payment is made to Administrative Agent or LC Bank, Administrative Agent or LC Bank, as applicable, shall pay to each Bank which has paid its Proportionate Share of the Drawing Payment such Bank's Proportionate Share of the Reimbursement Payment and shall, in the case of Administrative Agent, pay to LC Bank and, in the case of LC Bank, retain, the balance of such Reimbursement Payment.