Account Bank. Banco Bilbao Vizcaya Argentaria, S.A Ciudad BBVA x/ Xxxxxxx 00, 28050 Madrid.
Account Bank. (i) If the applicable Account Bank with respect to any Collateral Account ceases to be U.S. Bank, National Association, Bank of America or an Eligible Institution, each Borrower, as applicable, shall have thirty (30) days following notice from the Administrative Agent to (A) move its Collateral Account to a replacement Account Bank that is either Bank of America or an Eligible Institution and (B) enter into a Control Agreement, in form and substance satisfactory to the Administrative Agent with respect to such Collateral Account.
(ii) If an Account Bank requests to terminate a Control Agreement, each Borrower, as applicable, shall (A) promptly, but in any event no later than two (2) Business Days, notify the Administrative Agent of such request and (B) within the earlier to occur of (1) sixty (60) days (or such later date as the Administrative Agent may agree in its sole discretion) of such request or (2) five (5) Business Days prior to the termination of such Control Agreement, open a new collateral account that is subject to a Control Agreement in form and substance satisfactory to the Administrative Agent with a replacement Account Bank that is either Bank of America or an Eligible Institution.
(iii) The Borrowers may upon thirty (30) days prior written notice to the Administrative Agent, designate a replacement Account Bank that is either Bank of America or an Eligible Institution and open a new deposit account constituting its Collateral Account at such replacement Account Bank; provided that the applicable Borrower shall concurrently with any such change in the Account Bank, execute and deliver a Control Agreement, in form and substance satisfactory to the Administrative Agent with respect of such new Collateral Account. Notwithstanding anything to the contrary contained in this Credit Agreement, but subject to this Section 5.2(f), it is expressly understood and agreed that each Collateral Account shall, at all times, be subject to a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent and the applicable Borrower, as applicable.
Account Bank. 6.1 To induce the Account Bank to act hereunder, it is further agreed by the Issuer that:
(a) the Account Bank shall not be under any duty to give the amounts standing to the credit of the Issuer Accounts held by it hereunder any greater degree of care than it gives to amounts held for its general banking customers;
(b) the Account Bank is under no duty to ensure that funds withdrawn from the Issuer Accounts are actually applied for the purpose for which they were withdrawn or that any Instruction is accurate, correct or in accordance with the terms of any other agreement or arrangement;
(c) neither the Account Bank nor any of its officers, employees or agents shall be required to make any payment or distribution to the extent that the amount standing to the credit of the relevant Issuer Account is insufficient and shall incur no liability whatsoever from any non-payment or non-distribution in such circumstances;
(d) the Issuer unconditionally agrees to the call-back arrangement and the use of any form of telephonic or electronic monitoring or recording by the Account Bank according to the Account Bank's standard operating procedures or as the Account Bank deems appropriate for security and service purposes, and that such recording may be produced as evidence in any proceedings brought in connection with this Agreement;
(e) neither the Account Bank nor any of its officers, employees or agents shall be liable to any person or entity including but not limited to the Issuer for any loss, liability, claim, debts, action, damages or expenses arising out of or in connection with its performance of or its failure to perform any of its obligations under this Agreement save as are caused by its own gross negligence, wilful default or fraud;
(f) the Account Bank shall not be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any Force Majeure Event or any event where, in the opinion of the Account Bank acting reasonably, performance of any duty or obligation under or pursuant to this Agreement would or may be illegal or would result in the Account Bank being in breach of Applicable Law or any Judgment, or practice, request, direction, notice, announcement or similar action (whether or not having the force of law but with which the Account Bank would normally comply) of any relevant Authority, stock exchange or self-regulatory organis...
Account Bank. The Seventh Issuer shall deliver a mandate to the Seventh Issuer Account Bank relating to such Additional Seventh Issuer Account in accordance with this Agreement and the Seventh Issuer Deed of Charge.
Account Bank. 10.1 Identity of Account Bank The initial Account Bank is National Westminster Bank plc. The Account Bank may be changed at any time:
(a) to any alternative that the Security Trustee reasonably requires; and
(b) to any other bank or financial institution with the agreement of the Chargor and the Security Trustee, but, in each case, provided that such change shall only become effective upon the proposed new Account Bank agreeing with the Security Trustee and the Chargor, in a manner satisfactory to the Security Trustee, to fulfil the role of Account Bank hereunder.
Account Bank. The Master Issuer shall deliver a mandate to the Master Issuer Account Bank relating to such Additional Master Issuer Account in accordance with this Agreement and the Master Issuer Deed of Charge.
Account Bank. (a) Subject to paragraphs (b) and (c) below, each Account maintained by the Borrower must be held:
(i) in England with an Acceptable Bank; or
(ii) at any other bank selected by the relevant Obligor which has a Requisite Rating and which is approved in writing by the Agent, acting reasonably, and which provides to the Agent customary documentation in relation to the opening and operation of such account as envisaged by the provisions of this Agreement and reasonably acceptable to the Agent.
(b) The Borrower shall:
(i) promptly notify the Agent upon becoming aware that a bank at which an Account is held fails to be an Acceptable Bank;
(ii) take all necessary steps to designate as Account Bank a new bank that satisfies the requirements of paragraph (a)(ii) above and close the previous Account as soon as reasonably practicable and in any event no later than 60 days after it becomes aware that such bank fails to be an Acceptable Bank; and
(iii) as soon as reasonably practicable following the receipt by it of the details of the new Account, instruct the tenants under the Lease Agreements to cease making payments or deliveries into the previous Account and to make payments or deliveries into the new Account.
(c) The replacement (or opening of) an Account will only become effective when the relevant bank agrees with the Agent and the Borrower to fulfil the role of the bank holding that Account (including agreeing, to the extent required to ensure the effectiveness of any Security granted by the relevant Obligor over the relevant Account, to and acknowledging any Security granted by the relevant Obligor over that Account in favour of the Security Agent).
(d) Each Obligor shall do all such things as the Agent reasonably requests in order to facilitate any closure or opening of an Account in accordance with paragraph (c) above (including the execution of appropriate bank mandate forms and the granting of any Security in favour of the Security Agent (which, in relation to the opening of any replacement Account shall be equivalent to the Security granted over the relevant Account which was has been replaced)).
Account Bank. The Sixth Issuer shall deliver a mandate to the Sixth Issuer Account Bank relating to such Additional Sixth Issuer Account in accordance with this Agreement and the Sixth Issuer Deed of Charge.
Account Bank. Each Restricted Account must be maintained at a branch of the Account Bank approved by the Security Agent.
Account Bank. The acceptance by Account Bank of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control with respect to all of Account Bank’s rights, duties, liabilities and immunities:
(a) Account Bank shall be protected in acting upon any written notice, certificate, resolution, instruction, request, authorization or other paper or document as to the due execution thereof and the validity and effectiveness of the provisions thereof and as to the truth of any information therein contained, which it in good faith believes to be genuine and to have been signed or presented by the proper party or parties in accordance with the terms of this Agreement.
(b) Account Bank may act relative hereto upon advice of counsel in reference to any matter connected herewith, and shall not be liable for any mistake of fact or error of judgment, or any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. If at any time Account Bank determines that it requires or desires guidance regarding the application of any provision of this Agreement or any other document, regarding compliance with any direction it receives hereunder, Account Bank may deliver a notice to Secured Party (or PCEA after Secured Party has informed Account Bank that PCEA has satisfied all of its obligations under the Power Purchase Agreements) requesting written instructions as to such application or compliance, and such instructions by or on behalf of Secured Party (or PCEA after Secured Party has informed Account Bank that PCEA has satisfied all of its obligations under the Power Purchase Agreements), as applicable, shall constitute full and complete authorization and protection for actions taken and other performance by Account Bank in reliance thereon. Until Account Bank has received such instructions after delivering such notice, it may, but shall be under no duty to, take or refrain from taking any action with respect to the matters described in such notice.
(c) This Agreement sets forth exclusively the duties of Account Bank with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Agreement against Account Bank.
(d) Any funds held by Account Bank, as such, need not be segregated from other funds except to the extent required by mandatory provisions of law.
