Common use of Participations of Banks Clause in Contracts

Participations of Banks. (a) Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and each drawing thereunder in any amount equal in each case to the product of (i) the Pro Rata Share of such Bank, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by an amount equal to the amount of such Pro Rata Share. (b) The Issuing Bank will promptly notify the Borrower of any drawing under a Letter of Credit. The Borrower shall reimburse the Issuing Bank on each date that any amount is paid by the Issuing Bank under any Letter of Credit (each such date, an "Honor Date") at such time(s) as are agreed upon by the Borrower and the Issuing Bank, in an amount equal to the amount so paid by the Issuing Bank. If the Borrower fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit at such agreed upon time on the Honor Date, the Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Bank thereof. The Honor Date shall, in every case, be not later than five (5) Business Days prior to the Maturity Date. (c) Upon receipt of any notice from the Agent of any failure by the Borrower to reimburse the Issuing Bank, each Bank shall make available to the Agent for the account of the Issuing Bank such Bank's Pro Rata Share of the amount of such reimbursement. If, after receipt of such notice, any Bank fails to transfer its Pro Rata Share of the amount of such reimbursement to the Agent, interest shall accrue on such Bank's obligation to make such payment from the Honor Date to the date such Bank makes such payment, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time during such period. Any failure of the Agent to give notice to the Banks on an Honor Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligations under this subsection (c). (d) Each Bank's payment to the Issuing Bank pursuant to Section 2A.03(c) hereof shall be deemed payment in respect of and in satisfaction of its participation in such Letter of Credit. (e) Each Bank's obligation to make payment in respect of its participation in Letters of Credit shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or any Event of Default; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that the provisions of this Section 2A.03(e) shall not be read to cause any Bank to waive any defense to such payment if such defense is the result of the Issuing Bank's gross negligence or willful misconduct.

Participations of Banks. (a) Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and Credit, each drawing thereunder in any amount and each draft accepted or deferred payment obligation incurred in any amount under such Letter of Credit equal in each case to the product of (i) the Pro Rata Share pro rata share (expressed as a percentage) of such each Bank, represented by the percentage that each Bank's Commitment bears to the Total Commitment, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, accepted draft or deferred payment obligation, respectively. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by an amount equal to the amount of such Pro Rata Shareparticipation. (b) The Issuing Bank will promptly notify the Borrower Xxxxxx of any drawing under a Letter of Credit. The Borrower Xxxxxx shall reimburse the Issuing Bank on each date that any amount is paid by the Issuing Bank under any Letter of Credit (each such date, an "Honor Date") at such time(s) as are agreed upon by the Borrower Xxxxxx and the Issuing Bank, in an amount equal to the amount so paid by the Issuing Bank. If the Borrower Xxxxxx fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit at such agreed upon time on the Honor Date, the such Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Bank thereof. The Honor Date shall, in every case, be (i) not later than seventy (70) days beyond the date when the beneficiary of the Letter of Credit makes presentment of the required documents under the Letter of Credit or (ii) not later than five (5) Business Days prior to the Maturity Date. (c) Upon receipt of any notice from the Agent of any failure by the Borrower Xxxxxx to reimburse the Issuing Bank, each Bank shall make available to the Agent for the account of the Issuing Bank such Bank's Pro Rata Share its pro rata share of the amount of such reimbursement. If, after receipt of such notice, any Bank fails to transfer its Pro Rata Share pro rata share of the amount of such reimbursement to the Agent, interest shall accrue on such Bank's obligation to make such payment from the Honor Date to the date such Bank makes such payment, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time during such period. Any failure of the Agent to give notice to the Banks on an Honor Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligations under this subsection (c). (d) Each Bank's payment to the Issuing Bank pursuant to Section 2A.03(c) hereof shall be deemed payment in respect of and in satisfaction of its participation in such Letter of Credit. (e) Each Bank's obligation to make payment in respect of its participation in Letters of Credit Credit, shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, the Borrower Xxxxxx or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or any Event of Default; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that the provisions of this Section 2A.03(e) shall not be read to cause any Bank to waive any defense to such payment if such defense is the result of the Issuing Bank's gross negligence or willful misconduct.

Participations of Banks. (a) Immediately upon the issuance of each Letter of Credit, each Bank shall be deemed to, and hereby irrevocably unconditionally agrees to, purchase from the Issuing Bank a participation in such Letter of Credit and Credit, each drawing thereunder in any amount and each draft accepted or deferred payment obligation incurred in any amount under such Letter of Credit equal in each case to the product of (i) the Pro Rata Share pro rata share (expressed as a percentage) of such each Bank, represented by the percentage that each Bank's Commitment bears to the Total Commitment, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, accepted draft or deferred payment obligation, respectively. Each issuance of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by an amount equal to the amount of such Pro Rata Shareparticipation. (b) The Issuing Bank will promptly notify the Borrower of any drawing under a Letter of Credit. The Borrower shall reimburse the Issuing Bank on each date that any amount is paid by the Issuing Bank under any Letter of Credit (each such date, an "Honor Date") at such time(s) as are agreed upon by the Borrower and the Issuing Bank, in an amount equal to the amount so paid by the Issuing Bank. If the Borrower fails to reimburse the Issuing Bank for the full amount of any drawing under any Letter of Credit at such agreed upon time on the Honor Date, the such Issuing Bank will promptly notify the Agent and the Agent will promptly notify each Bank thereof. The Honor Date shall, in every case, be (i) not later than five (5) Business Days prior to the Maturity Date. (c) Upon receipt of any notice from the Agent of any failure by the Borrower to reimburse the Issuing Bank, each Bank shall make available to the Agent for the account of the Issuing Bank such Bank's Pro Rata Share of the amount of such reimbursement. If, after receipt of such notice, any Bank fails to transfer its Pro Rata Share of the amount of such reimbursement to the Agent, interest shall accrue on such Bank's obligation to make such payment from the Honor Date to the date such Bank makes such payment, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time during such period. Any failure of the Agent to give notice to the Banks on an Honor Date or in sufficient time to enable any Bank to effect such payment on such date shall not relieve such Bank from its obligations under this subsection (c). (d) Each Bank's payment to the Issuing Bank pursuant to Section 2A.03(c) hereof shall be deemed payment in respect of and in satisfaction of its participation in such Letter of Credit. (e) Each Bank's obligation to make payment in respect of its participation in Letters of Credit shall be absolute and unconditional and without recourse to the Issuing Bank and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Bank may have against the Issuing Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or any Event of Default; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that the provisions of this Section 2A.03(e) shall not be read to cause any Bank to waive any defense to such payment if such defense is the result of the Issuing Bank's gross negligence or willful misconduct.seventy