Appointment of Account Bank. The Indenture Trustee and each Noteholder hereby irrevocably designate and appoint State Street Trust Bank and Trust Company of Connecticut, National Association as the Account Bank under this Indenture (the "Account Bank"). The Account Bank hereby agrees to act as "securities intermediary" (within the meaning of Section 8-102(a)(14) of the UCC) with respect to the Indenture Trustee's Account. The Owner Lessor hereby acknowledges that the Account Bank shall act as securities intermediary with respect to the Indenture Trustee's Account pursuant to this Indenture. The Account Bank shall not have duties or responsibilities except those expressly set forth in Sections 3.11 and 3.12 of this Indenture. The Indenture Trustee, at the written direction of a Majority in Interest of Noteholders, may remove and replace the Account Bank pursuant to the terms of Section 7.1(a) and direct such Account Bank according to the terms of this Indenture.
Appointment of Account Bank. (A) Any appointment of or change to the Account Bank will become effective only upon the Account Bank executing, or new Account Bank acceding to the terms of, the Project Accounts Agreements or such other terms as may be approved by Kosmos and the Facility Agent (acting reasonably).
(B) Kosmos may, with the consent of the Facility Agent (not to be unreasonably withheld or delayed), change the Account Bank to another bank which meets the requirements of paragraph (C) below, but subject to paragraph (A) above and clause 20.1 (Project Accounts). If the Account Bank resigns, then Kosmos will appoint a replacement Account Bank which meets the requirements of paragraph (C), but subject to paragraph (A) and clause 20.1 (Project Accounts).
(C) Each Account Bank shall be a bank whose long-term unguaranteed, unsecured securities or debt has a rating of A- or higher from Standard and Poor’s or A3 or higher from Xxxxx’x (or equivalent) or such lower rating as the Facility Agent and Kosmos shall agree in writing.
Appointment of Account Bank. (A) Any appointment of or change to an Account Bank will become effective only upon that Account Bank executing, or new Account Bank acceding to the terms of, the Project Accounts Agreements or such other terms as may be approved by the Original Borrower and the Facility Agent (acting reasonably).
(B) An Obligor may, with the consent of the Facility Agent (not to be unreasonably withheld or delayed), change an Account Bank to another bank which meets the requirements of paragraph (C) below, but subject to paragraph (A) above and clause 20.1 (Project Accounts). If an Account Bank resigns, then the relevant Obligor will appoint a replacement Account Bank which meets the requirements of paragraph (C), but subject to paragraph (A) and clause 20.1 (Project Accounts).
(C) Each Account Bank shall be a bank whose long-term unguaranteed, unsecured securities or debt has a rating of A- or higher from Standard and Poor’s or A3 or higher from Xxxxx’x (or equivalent) or such lower rating as the Facility Agent and the Original Borrower shall agree in writing.
(D) If the Account Bank refuses to establish or maintain any Project Account, as required under the terms of this Agreement, the Original Borrower may appoint a replacement Account Bank in respect of the affected account which meets the requirements of paragraph (C), but subject to paragraph (A) and clause 20.1 (Project Accounts).
Appointment of Account Bank. (A) Any appointment of or change to an Account Bank will become effective only upon that Account Bank executing, or new Account Bank acceding to the terms of, the Project Accounts Agreements or such other terms as may be approved by the Original Borrower and the Facility Agent (acting reasonably).
(B) An Obligor may, with the consent of the Facility Agent (not to be unreasonably withheld or delayed), change an Account Bank to another bank which meets the requirements of paragraph (C) below, but subject to paragraph (A) above and
Appointment of Account Bank. 3.1 Each of ParentCo and the Issuer appoints the Account Bank to act as Account Bank and to exercise such rights, powers, authorities and discretions as are specifically delegated to the Account Bank under the terms of this Agreement and to act as ParentCo's and the Issuer's non-exclusive agent, in its name and on its behalf and to provide the services in accordance with the terms of this Agreement. The Account Bank accepts the appointment and agrees to be bound by the obligations relating to the Account Bank which are contained in this Agreement.
3.2 Each AssetCo acknowledges and agrees to:
(a) ParentCo's appointment of the Account Bank as Account Bank in respect of the ParentCo Accounts and the AssetCo Maintained Accounts; and
(b) amounts deposited by it or on its behalf, or in which it has a beneficial interest, in the ParentCo Accounts and the AssetCo Maintained Accounts being held in such Accounts subject to the terms of this Agreement (without prejudice to the terms of the other Transaction Documents).
3.3 The Account Bank hereby acknowledges that:
(a) prior to the delivery of a Senior DSCR Enforcement Notice, AssetCo Enforcement Notice or an Issuer Enforcement Notice (as applicable and subject to sub-clause (c) below), it shall act on the instructions of the Issuer and ParentCo;
(b) following delivery of a Senior DSCR Enforcement Notice which has not been withdrawn (but subject to sub-clause (c) below) it shall act on the instructions of the Cash Administrator;
(c) in relation to the AssetCo Maintained Accounts, following delivery of an AssetCo Enforcement Notice which has not been withdrawn, it shall act on the instructions of the AssetCo Security Trustee; and
(d) in relation to the Issuer Accounts and the ParentCo Accounts, following delivery of an Issuer Enforcement Notice which has not been withdrawn, it shall act on the instructions of the Issuer Security Trustee.
3.4 Each AssetCo and ParentCo agree that:
(a) all amounts in the ParentCo Accounts (other than the Distribution Account) are held as deposits by or on behalf of each AssetCo in the Relevant Proportion and shall constitute a debt claim of the relevant AssetCo in an amount equal to the Relevant Proportion of amounts held in such Accounts; and
(b) all amounts in the AssetCo Maintained Accounts are held as deposits on trust by or on behalf of the relevant AssetCo to whom such Account has been designated and shall constitute a debt claim of the relevant AssetCo against the Account Bank in ...
Appointment of Account Bank. (A) Any appointment of or change to an Account Bank will become effective only upon that Account Bank executing, or new Account Bank acceding to the terms of, an Account Bank Agreement or such other terms as may be approved by the Borrower and the Facility Agent (acting reasonably).
(B) An Obligor may change an Account Bank to another bank with the consent of the Facility Agent (not to be unreasonably withheld or delayed). If an Account Bank resigns, then the relevant Obligor will appoint a replacement Account Bank subject to paragraph (A) above and Clause 18.1 (Project Accounts).
(C) If the Account Bank refuses to establish or maintain any Project Account, as required under the terms of this Agreement, the Borrower may appoint a replacement Account Bank in respect of the affected account subject to paragraph (A) above and Clause 18.1 (Project Accounts).
Appointment of Account Bank. (A) Any appointment of or change to the Account Bank will become effective only upon the Account Bank executing, or new Account Bank acceding to the terms of, the Project Accounts Agreements or such other terms as may be approved by Kosmos and the Facility Agents (acting reasonably).
(B) Kosmos may, with the consent of the Facility Agents (not to be unreasonably withheld or delayed), change the Account Bank to another bank which meets the requirements of paragraph (C) below, but subject to paragraph (A) above and clause 20.1 (
Appointment of Account Bank. The Transaction Parties hereby appoint the Account Bank to take any and all actions with respect to the Investor Dollar Account, VIP Dollar Account, VIP Rublx Xxxount, VIP Rublx Xxxular Account and VIP-R Rublx Account as may be necessary to satisfy the terms and conditions of this Agreement, and the Account Bank hereby accepts such appointment.
Appointment of Account Bank. 3.1 Each Obligor appoints the Account Bank to act as Account Bank and to exercise such rights, powers, authorities and discretions as are specifically delegated to the Account Bank under the terms hereof and to act as its non-exclusive agent, in its name and on its behalf, to provide the services provided for in, and in accordance with the terms of, this Agreement. The Account Bank accepts such appointment and agrees to be bound by the obligations relating to the Account Bank which are contained in this Agreement.
3.2 The Account Bank hereby acknowledges that, following delivery of an Acceleration Notice, it shall act on the instructions of the Borrower Security Trustee in relation to the Borrower Accounts as further specified in this Agreement.
3.3 The Account Bank hereby acknowledges that following the commencement of a Standstill Period and until such Standstill Period is terminated in accordance with the terms of the Borrower STID (and the Account Bank has been notified of such termination by the Borrower Standstill Cash Manager or the Borrower Security Trustee, provided that, if the Account Bank receives an Acceleration Notice, it agrees to act on the instructions of the Borrower Security Trustee only and shall not require additional notification of the termination of the Standstill Period), it shall act on the instructions of the Borrower Standstill Cash Manager in relation to the Borrower Accounts as further specified in this Agreement.
Appointment of Account Bank. (a) MCA-Cape Verde hereby appoints the National Bank as the Account Bank (the “Account Bank”) for the purposes of this Protocol and the National Bank shall perform the obligations of the Account Bank hereunder in strict accordance with the terms of this Protocol and any relevant terms of the Compact, the Disbursement Agreement, and any other relevant Supplemental Agreement between the Parties, as any of them may be amended from time to time, which agreements shall be delivered by MCA-Cape Verde to the Account Bank and incorporated by reference herein.
(b) The Account Bank shall not have any proprietary interest in the funds deposited or earned in the Special Account or the Other Permitted Account(s) but merely holds such funds as banker subject to the terms of this Protocol.
