Participating Banks. Ownership of Interests in the Participation; Repurchases by the Letter of Credit Issuing Banks. Each Participating Bank hereby represents and warrants to each Letter of Credit Issuing Bank that the purchase of its Participation in the Letters of Credit (a) is a legal investment pursuant to the Law under which such Participating Bank is organized and operates, (b) has been duly authorized and approved by all necessary action of the management of such Participating Bank, and (c) is made for such Participating Bank's own account for the purpose of investment only and with no present intention of disposing of the same. Upon the occurrence of an Event of Default and failure to consent to a change in this Agreement where such Participating Bank's consent is required pursuant to this Article IV, each Letter of Credit Issuing Bank, or any party designated by it, shall have the right (but not the obligation) to repurchase such Participating Bank's Participation in any Letter of Credit for a purchase price equal to any unpaid amount due the Participating Bank with respect to such Participation. Upon demand and payment therefor, such Participating Bank shall promptly transfer to such Letter of Credit Issuing Bank its Participation in any such Letter of Credit by executing and delivering to such Letter of Credit Issuing Bank an instrument of transfer in form and substance satisfactory to such Letter of Credit Issuing Bank and such Participating Bank; provided however, that failure by such Participating Bank to do so shall not affect such Letter of Credit Issuing Bank's repurchase of such Participating Bank's Participation in any such Letter of Credit, which repurchase shall be effective upon payment therefor by such Letter of Credit Issuing Bank to such Participating Bank. At any time before each payment, such Letter of Credit Issuing Bank may withdraw and terminate its offer to repurchase such Participating Bank's Participation in any such Letter of Credit prior to the payment of such price.
Participating Banks. Each Borrower agrees to pay to the Agent for the account of each Bank a letter of credit fee (a "Letter of Credit Fee") based on such Bank's LC Participation Percentage of the average daily aggregate Available Amount of all Letters of Credit issued at the request of such Borrower outstanding from time to time at a rate per annum equal from time to time to the Applicable Margin for Eurodollar Rate Advances for such Borrower in effect from time to time (for the stated duration thereof). All amounts payable pursuant to this Section 2.11(b)(ii) shall be paid in arrears on the last Business Day of each Fiscal Quarter, on the Termination Date and on demand from time to time during the continuance of an Event of Default.
Participating Banks. Ownership of Interests in the Participation; Repurchases by the Letter of Credit Issuing Banks......37
Participating Banks. Pro Rata Shares 24 Section 4.02 Sale and Purchase of Participation 24 Section 4.03 Participation in Fees and Collateral; Relationship 25 Section 4.04 Procedures 25 Section 4.05 Collections and Remittances 25 Section 4.06 Sharing of Setoffs and Collections 26 Section 4.07 Indemnification; Costs and Expense 26 Section 4.08 Administration; Standard of Care 27 Section 4.09 Independent Investigation by the Participating Banks 28 Section 4.10 Participating Banks' Ownership of Interests in the Participation; Repurchases by Chase 28
Participating Banks. (a) Bankers Bank may resell the Services and/or transact business using the Services with Participating Banks, with right of resale includes the right to sublicense to Participating Banks any Software necessary to utilize the Services. (b) Netzee's relationship under this Agreement is solely with Bankers Bank and not with Participating Banks. Bankers Bank is responsible for all support (except as provided in the Services), billing and collection of or from Participating Banks. (c) Bankers Bank shall require Participating Banks to comply with and acknowledge terms and conditions for use of the Services consistent with this Agreement. Bankers Bank will defend, indemnify and hold Netzee harmless from and against any claims resulting from Bankers Bank's and/or any Participating Bank's use of the Services, except for claims arising out of Netzee's breach of the terms of this Agreement or any Addendum, any infringement of intellectual property rights for which Netzee is responsible, or any negligence or intentional misconduct of Netzee. (d) Bankers Bank will cooperate to identify and resolve any security infringements that involve Participating Banks and use of the System.
Participating Banks. (i) The Agent irrevocably agrees to grant and hereby grants to each Participating Bank , and, to induce the Agent to issue Letters of Credit hereunder, each Participating Bank irrevocably agrees to accept and purchase and hereby accepts and purchases from the Agent, on the terms and conditions hereinafter stated, for such Participating Bank's own account and risk, an undivided interest equal to such Participating Bank's Commitment Proportion in the Agent's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Agent thereunder. Each Participating Bank unconditionally and irrevocably agrees with the Agent that, if a draft is paid under any Letter of Credit for which the Agent is not reimbursed in full by the Co-Borrower in accordance with the terms of this Agreement or the Application, as the case may be, such Participating Bank shall pay to the Agent upon demand at the Agent's address for notices specified herein an amount equal to such Participating Bank's Commitment Proportion of the amount of such draft, or any part thereof, which is not so reimbursed.
Participating Banks. The Borrower agrees to pay to the Agent for the account of each Bank (in accordance with their respective LC Participation Percentage) a letter of credit fee (1) on the sum of the aggregate outstanding Letter of Credit Commitment at the time of determination less the aggregate outstanding stated amount of the Letters of Credit issued by the Issuing Banks at such time in an amount equal to the Applicable LC Commitment Margin in effect from time to time per annum, (2) on the issued and outstanding stated amount of the Letters of Credit at the time of determination issued by the Issuing Banks in an amount equal to the Applicable Issued LC Margin in effect from time to time per annum (for the stated duration thereof, and giving effect to any step up provision or other mechanism for increase that (x) occurs automatically or (y) that is unilaterally exercisable by the Borrower). All amounts payable pursuant to this clause (ii) shall be paid in arrears on the last day of each March, June, September and December and on the Termination Date. The letter of credit fees referred to in this Section 2.1(b) not paid on the date due shall accrue interest until such letter of credit fees are paid in full, due and payable on demand, at a per annum rate equal at all times to the sum of Base Rate plus 6.5% per annum.
Participating Banks. UNION BANK, N.A. (formerly known as Union Bank of California, N.A.), as a Participating Bank By:_________________________________ Name: Xxxx Guilds Title: Vice President CALYON NEW YORK BRANCH, as a Participating Bank and Syndication Agent By:_________________________________ Name: Title: By:_________________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION, as a Participating Bank and Documentation Agent By:_________________________________ Name: Title: BNP PARIBAS, as a Participating Bank By:_________________________________ Name: Title: By:_________________________________ Name: Title: MIZUHO CORPORATE BANK, LTD., as a Participating Bank By:_________________________________ Name: Title: WACHOVIA BANK, NATIONAL ASSOCIATION, as a Participating Bank By:_________________________________ Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (as successor to UFJ Bank Limited, New York Branch), as a Participating Bank By:_________________________________ Name: Title: EXHIBIT A Each of (a) Entergy Corporation (“Entergy”), as a party to that certain Thirty-Fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy, System Energy Resources, Inc. (the “Company”) and Union Bank, N.A. (formerly known as Union Bank of California, N.A.), as Administrating Bank, and (b) Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc. and Entergy New Orleans, Inc., each as a “System Operating Company” under that certain Thirty-Fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, as amended by the First Amendment thereto, dated as of December 17, 2004, among such System Operating Companies, the Company and the Administrating Bank, (i) hereby consents to the Third Amendment and Consent, dated as of May 14, 2009 (the “Third Amendment”), to the Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, among the Company, Union Bank, N.A. (formerly known as Union Bank of California, N.A.), as Administrating Bank and Funding Bank, KeyBank National Association, as Syndication Agent, BNP Paribas and Wachovia Bank, National Association, as Co-Documentation Agents, and the Participating Banks named therein, as amended by the Amendment to Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, the First Amendment and Consent thereto, dated as of May 3, 2004, and the Second Amendment and Consent thereto, dated as of December 17, 2004 (a...
Participating Banks. 1. The Borrower shall continue to implement an information campaign to contact major Egyptian commercial banks and to inform them of the objectives and components of the Project and to adequately explain to them the conditions for their becoming Participating Banks for the purpose of extending financing for Investments under Parts A and B of the Project.
Participating Banks. Each Subsidiary Loan Agreement to be entered into between the Borrower and a Participating Bank shall require said Participating Bank to carry out its activities under Part C of the Project in accordance with the provisions of Article II of the Project Agreement.
