APPOINTMENT AND DIRECTION OF DISBURSEMENT AGENT Sample Clauses

APPOINTMENT AND DIRECTION OF DISBURSEMENT AGENT. CONTINUATION OF ACCOUNTS SECTION 2.01. Appointment and Direction of Disbursement Agent.............. 4 SECTION 2.02. Continuation of Lessor Accounts; Creation of Hedge Account...................................................... 5 SECTION 2.03. Continuation of Lessee Accounts.............................. 6 SECTION 2.04. Creation of Capital Expenditure Fund......................... 7 ARTICLE III ASSIGNMENT, PLEDGE AND GRANT OF SECURITY INTERESTS SECTION 3.01. Assignment by Lessee......................................... 7 SECTION 3.02. Assignment by Lessor......................................... 8 SECTION 3.03. Transaction Documents Govern Obligations; No Waiver....................................................... 9 ARTICLE IV CONSTRUCTION ACCOUNT SECTION 4.01. [INTENTIONALLY OMITTED)...................................... 9 SECTION 4.02. Disbursements from Construction Account...................... 9 TABLE OF CONTENTS
Sample 1
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APPOINTMENT AND DIRECTION OF DISBURSEMENT AGENT. Lessor and ----------------------------------------------- Agent, on behalf of itself and the Secured Parties, hereby appoint Bankers Trust Company as disbursement agent hereunder and Bankers Trust Company hereby accepts such appointment, agrees to act as such and to accept all proceeds of Working Capital Loans, Debt Service Loans, the New Term Loan, Project Revenues and other amounts to be delivered to or held by the Disbursement Agent in trust and as collateral agent for Lessor and for Agent, on behalf of the Secured Parties and Lessor, as their interests appear, pursuant to the terms of this Disbursement Agreement. Notwithstanding the preceding sentence or any other provision of this Disbursement Agreement to the contrary, until the Disbursement Agent shall have received an Agent Release Notice from Agent, the Disbursement Agent shall be deemed the agent solely of Agent, and, except as expressly provided in Sections 8.02(d), 8.04(a), 13.01, 16.03(b) and 16.04 and the following provisos, shall accept instructions solely from Agent; provided, however, that, the foregoing -------- ------- notwithstanding, unless and until the Disbursement Agent shall have received an Agent Default Notice (which has not been withdrawn by the further receipt of a Default Notice Withdrawal), the Disbursement Agent shall accept and be entitled to rely on instructions delivered by Lessor and Agent (or instructions delivered by Lessor and deemed delivered by Agent) pursuant to a completed original counterpart of a Disbursement Certificate or Enhancement Certificate, in each case delivered or deemed delivered in accordance with the terms of this Disbursement Agreement and containing the applicable required certifications and having attached thereto the applicable required schedules, and provided, -------- further, that, following the Disbursement Agent's receipt of a Disbursement ------- Block Certificate (which has not been withdrawn by the further receipt of a Disbursement Release Certificate), the Disbursement Agent shall accept and be entitled to rely on instructions delivered by Lessor only pursuant to a completed Disbursement Certificate or Enhancement Certificate, in each case executed by each of Lessor and Agent. In respect of each Disbursement Certificate and Enhancement Certificate delivered to the Disbursement Agent hereunder, (i) the original counterpart of such Disbursement Certificate or Enhancement Certificate shall be delivered to the Agent with a true and complet...
Sample 1

Related to APPOINTMENT AND DIRECTION OF DISBURSEMENT AGENT

  • Appointment of Administrative Agent (a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder or under the other Loan Documents by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions set forth in this Article shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the Administrative Agent, any such sub-agent and any such attorney-in-fact and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

  • Employment of Administrative Agents and Counsel The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders and all matters pertaining to the Administrative Agent’s duties hereunder and under any other Loan Document.

  • Appointment and Duties of the Operating Advisor (a) Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at all times be an Eligible Operating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor Standard in fulfilling its responsibilities and obligations under this Agreement.

  • Appointment and Duties of the Manager (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • Appointment and Designation of Master Servicer The Purchaser hereby appoints and designates Aurora Loan Services, Inc. as its master servicer (the "Master Servicer") for the Mortgage Loans subject to this Agreement. The Company is hereby authorized and instructed to take any and all instructions with respect to servicing the Mortgage Loans hereunder as if the Master Servicer were the Purchaser hereunder. The authorization and instruction set forth herein shall remain in effect until such time as the Company shall receive written instruction from the Purchaser that such authorization and instruction is terminated.

  • Appointment and Duties The Trustees shall at all times employ a custodian or custodians, meeting the qualifications for custodians for portfolio securities of investment companies contained in the 1940 Act, as custodian with respect to the assets of the Trust. Any custodian shall have authority as agent of the Trust with respect to which it is acting as determined by the custodian agreement or agreements, but subject to such restrictions, limitations and other requirements, if any, as may be contained in the By-Laws of the Trust and the 1940 Act:

  • Indemnification; Nature of Issuing Lender’s Duties (a) In addition to its other obligations under Section 2.3, the Credit Parties hereby agree to protect, indemnify, pay and save the Issuing Lender and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) that the Issuing Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”).

  • Appointment of Borrower Representative (a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed directly to an operating account of such Borrower.

  • Appointment of the Agent (a) Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

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