Common use of OPERATING/RELEASE PROCEDURE Clause in Contracts

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 3 contracts

Sources: Account Agreement, Account Agreement, Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction payment instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) and provided to the Account Bank at least one Business Days before the date on which the payment is to be made ("Payment Instruction") (but only if the Payment Instruction is not given electronically) ), provided that the relevant Account contains sufficient cleared funds to make such payment. The Issuer shall procure that the Principal Paying Agent shall receive before 12.00 p.m. Luxembourg time one Business Day before each Payment Date a copy of irrevocable payment instruction by SWIFT MT 100 from the Account Bank through which the payment is to be made. For the avoidance of doubt, as long as HSBC Bank Plc acts as both Account Bank and Cash Administrator, no Payment Instruction will be sent between the Account Bank and Cash Administrator. 6.4 6.2 Following receipt of a Payment Instruction in relation to (a) to (d) belowInstruction, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap AgreementAgreement outside of the Order of Priority; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Swap Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of PriorityPriority in respect of the balance thereof. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) (after returning any Excess Swap Collateral to the relevant Swap Counterparty) arrange for all payment of any Swap Termination Payments due to be made by the Issuer and which are standing to be debited from the credit of the relevant Counterparty Downgrade Collateral Account and applied to a replacement swap counterparty or, if no replacement Swap Counterparty has been found, in accordance with the Trust AgreementOrder of Priority; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior . 6.3 The Issuer confirms that the Account Bank shall not be obliged to submitting a make any payment or act on any Payment Instruction in accordance with (a) from the Issuer if the Account Bank is unable to (ci) above, verify any signature and (ii) validate the Issuer will use reasonable endeavours to check the content authenticity of such Payment Instruction by speaking to a Callback Contact. 6.4 The Account Bank shall be entitled to take any action or to refuse to take any action which the Account Bank regards as necessary for the Account Bank to comply with any applicable law, regulation or fiscal requirement, or the Servicerrules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. 6.5 In acting under this Agreement and in connection with the Notes, the Account Bank shall act solely as a banker of the Issuer and/or the Security Trustee and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes or any other third party. 6.6 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing with a copy to the Security Trustee of any amendment to its the Authorised Representatives or Callback Contacts of the Issuer giving the details specified in Schedule 33 (Authorised Representatives and Callback Contacts). Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 6.7 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a the Payment InstructionInstruction pursuant to the Order of Priority, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instructionthe Order of Priority. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 2 contracts

Sources: Account Agreement, Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation Subject to Clauses 6.3 to 6.7, 7 (Account Bank) and 8 (Know your Customer Requirements), the Account Bank shall: (a) release the relevant Account Amount or any portion thereof to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of designated payee, including the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions.with 6.2 The Account Bank shall comply with any Payment (i) an Instruction of submitted by the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (ior PML as Administrator on its behalf) via SWIFT MT 103(a "SWIFT Instruction") or Citi Direct (a "Citi Direct Instruction"), or or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and the terms of a payment instruction substantially in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and the form set out in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 1 (Form of Payment Instruction) (a "Payment Instruction") signed by an Authorised Representative of PML as Administrator (but only if on behalf of the Payment Issuer) directing the Account Bank to release the relevant Account Amount or any portion thereof as set forth therein; (b) pay, release, transfer, liquidate or otherwise deal with the relevant Account Amount or any portion thereof, in accordance with (and no later than five (5) clear Business Days following receipt of), the terms of an order, judgment, award, decision or decree determining the entitlement of the Issuer or any other person to the relevant Account Amount or any portion thereof, provided that, at the Account Bank's sole discretion, such order, judgment, award, decision or decree shall be accompanied by a legal opinion satisfactory to the Account Bank confirming the effect of such order, judgment, award, decision or decree and that it represents a final adjudication of the rights of the parties by a court or tribunal of competent jurisdiction, and that the time for appeal from such order, judgment, award, decision or decree has expired without an appeal having been made, subject in each case to any relevant Instruction and, in relation to Clause 6.1(b)(ii) below, during times when the SWIFT system or the Citi Direct system (as applicable) is not given electronicallyoperating normally, being received by the Account Bank from the Issuer (or PML as Administrator on its behalf): (i) in the case of Instructions sent via email or SFTS, by 12:00 pm (London time) on the prior Business Day, and (ii) in the case of Instructions sent via the SWIFT system or the Citi Direct system (as the case may be) and subject to (x) the then current system timing limitations of SWIFT or Citi Direct (as applicable) and (y) no manual intervention by the Account Bank being required, by 3:45 pm (London time) on the date on which any payment or transfer is to be made, and provided that the Account Bank shall only be required to make any payment, transfer, or take any other action on a Business Day and provided further that: (iii) the Account Bank shall be under no obligation to release the relevant Account contains sufficient cleared funds Amount or any portion thereof, or to take action in relation thereto if it is prevented or prohibited from doing so or if it is instructed or ordered not to do so, in each case, by the terms of any order, judgment, award, decision or decree made by court or tribunal with which the Account Bank in its discretion (acting reasonably), determines that the Account Bank is required to comply or if the Account Bank is otherwise not legally permitted to do so; (iv) the Account Bank may at any time, and nothing in this Agreement shall prevent the Account Bank from so doing, comply with the terms of any order, judgment, award, decision or decree of any court or tribunal with which the Account Bank in its discretion (acting reasonably) determines that it is required to comply; and (v) if an Instruction sent by the Issuer (or PML as Administrator on its behalf) in accordance with Clause 6.1(b)(i) above is received by the Account Bank after 12:00 pm but before 5pm on the Business Day prior to the requested payment or transfer date, such payment or transfer shall be made by the Account Bank on a reasonable endeavours basis on such requested payment or transfer date (save that the Account Bank shall have no liability to any person if such payment or transfer is not able to be made) and otherwise, such payment or transfer will not take effect until the second Business Day following the date of receipt of the Instruction. 6.2 Any payment by the Account Bank under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by any Applicable Law. The Issuer and the Administrators acknowledge that the Account Bank may debit any amount available in any balance held for it and apply such amount in satisfaction of Taxes. The Account Bank will timely pay the full amount debited or withheld to the relevant Authority in accordance with the relevant Applicable Law. If any Taxes become payable with respect to any prior credit to the Issuer by the Account Bank, the Issuer and the Administrators acknowledge that the Account Bank may debit any balance held for it in satisfaction of such prior Taxes. The Issuer shall remain liable for any deficiency and agrees that it shall pay any such deficiency upon notice from the Account Bank or any Authority. If Taxes are paid by the Account Bank or any of its affiliates, the Issuer agrees that it shall promptly reimburse the Account Bank for such payment to the extent not covered by withholding from any payment or debited from any balance held for it. 6.3 If the Account Bank is required to make such paymenta deduction or withholding referred to in Clause 6.2, it will not pay an additional amount in respect of that deduction or withholding to the Issuer. 6.4 Following receipt The relevant Account Amount (other than Time Deposits) will bear interest daily at the Interest Rate which will be credited to the relevant Account in accordance with the Account Bank’s usual practices. Each of PML as Administrator and the Issuer agrees that all interest credited to the relevant Account from time to time shall be held in such Account and released in accordance with Clause 6.1 or as may be separately agreed from time to time between the Issuer, PML as Administrator and the Account Bank. 6.5 Where interest which has accrued but not yet been credited to the relevant Account is required to be released in accordance with a Payment Instruction delivered by the Issuer (or PML as Administrator on its behalf) under Clause 6.1 in relation respect of such account, such interest shall be paid to the account specified in such Payment Instruction within five (a5) to (d) belowBusiness Days of the payment date specified in such Payment Instruction. 6.6 In the event that a Payment Instruction specifies a currency which is not the currency of the relevant Account, the Account Bank shall, subject to Clause 3.3, convert the relevant amount of funds from such Account to make payment of the amount specified in accordance with such the Payment Instruction:Instruction at the rate given to the Account Bank by its associated treasury department. (a) arrange for all payments to be made by 6.7 At any time during the term of this Agreement the Issuer with respect to Excess Swap Collateral and Return Amounts (or PML as defined in the Swap AgreementsAdministrator on its behalf) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five written notice substantially in the form of Schedule 5 (5Form of Time Deposit Dealing Instruction) Business Days' notice in writing of any amendment to its and signed by an Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts Dealer (a "Time Deposit Dealing Instruction") of the Issuer shall take effect upon amount (which for the expiry avoidance of such five (5) Business Days' notice. The Issuer acknowledges and accepts doubt may not exceed the risks associated with any appointment amount standing to the credit of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account on the applicable value date) to make be placed on time deposit (a payment in accordance "Time Deposit") with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment InstructionBank’s associated treasury department. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 2 contracts

Sources: Account Bank Agreement, Account Bank Agreement

OPERATING/RELEASE PROCEDURE. 6.1 7.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction payment instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) and provided to the Account Bank at least one Business Days before the date on which the payment is to be made ("Payment Instruction") (but only if the Payment Instruction is not given electronically) ), provided that the relevant Account contains sufficient cleared funds to make such payment. The Issuer shall procure that the Principal Paying Agent shall receive before 12.00 p.m. Luxembourg time one Business Day before each Payment Date a copy of irrevocable payment instruction by SWIFT MT 100 from the Account Bank through which the payment is to be made. For the avoidance of doubt, as long as HSBC Bank Plc acts as both Account Bank and Cash Administrator, no Payment Instruction will be sent between the Account Bank and Cash Administrator. 6.4 7.2 Following receipt of a Payment Instruction in relation to (a) to (d) belowInstruction, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap AgreementAgreement outside of the Order of Priority; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Swap Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of PriorityPriority in respect of the balance thereof. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) (after returning any Excess Swap Collateral to the relevant Swap Counterparty) arrange for all payment of any Swap Termination Payments due to be made by the Issuer and which are standing to be debited from the credit of the relevant Counterparty Downgrade Collateral Account and applied to a replacement swap counterparty or, if no replacement Swap Counterparty has been found, in accordance with the Trust AgreementOrder of Priority; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior . 7.3 The Issuer confirms that the Account Bank shall not be obliged to submitting a make any payment or act on any Payment Instruction in accordance with (a) from the Issuer if the Account Bank is unable to (ci) above, verify any signature and (ii) validate the Issuer will use reasonable endeavours to check the content authenticity of such Payment Instruction by speaking to a Callback Contact. 7.4 The Account Bank shall be entitled to take any action or to refuse to take any action which the Account Bank regards as necessary for the Account Bank to comply with any applicable law, regulation or fiscal requirement, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. 7.5 In acting under this Agreement and in connection with the ServicerNotes, the Account Bank shall act solely as a banker of the Issuer and/or the Security Trustee and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes or any other third party. 6.5 7.6 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing with a copy to the Security Trustee of any amendment to its the Authorised Representatives or Callback Contacts of the Issuer giving the details specified in Schedule 33 (Authorised Representatives and Callback Contacts). Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 7.7 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a the Payment InstructionInstruction pursuant to the Order of Priority, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instructionthe Order of Priority. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 2 contracts

Sources: Account Agreement, Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction payment instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) and provided to the Account Bank at least one Business Days before the date on which the payment is to be made ("Payment Instruction") (but only if the Payment Instruction is not given electronically) ), provided that the relevant Account contains sufficient cleared funds to make such payment. The Issuer shall procure that the Principal Paying Agent shall receive before 12.00 p.m. Luxembourg time one Business Day before each Payment Date a copy of irrevocable payment instruction by SWIFT MT 100 from the Account Bank through which the payment is to be made. For the avoidance of doubt, as long as The Bank of New York Mellon, London Branch acts as both Account Bank and Cash Administrator, no Payment Instruction will be sent between the Account Bank and Cash Administrator. 6.4 6.2 Following receipt of a Payment Instruction in relation to (a) to (d) belowInstruction, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap AgreementAgreement outside of the Order of Priority; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Swap Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of PriorityPriority in respect of the balance thereof. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) (after returning any Excess Swap Collateral to the relevant Swap Counterparty) arrange for all payment of any Swap Termination Payments due to be made by the Issuer and which are standing to be debited from the credit of the relevant Counterparty Downgrade Collateral Account and applied to a replacement swap counterparty or, if no replacement Swap Counterparty has been found, in accordance with the Trust AgreementOrder of Priority; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior . 6.3 The Issuer confirms that the Account Bank shall not be obliged to submitting a make any payment or act on any Payment Instruction in accordance with (a) from the Issuer if the Account Bank is unable to (ci) above, verify any signature and (ii) validate the Issuer will use reasonable endeavours to check the content authenticity of such Payment Instruction by speaking to a Callback Contact. 6.4 The Account Bank shall be entitled to take any action or to refuse to take any action which the Account Bank regards as necessary for the Account Bank to comply with any applicable law, regulation or fiscal requirement, or the Servicerrules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. 6.5 In acting under this Agreement and in connection with the Notes, the Account Bank shall act solely as a banker of the Issuer and/or the Security Trustee and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes or any other third party. 6.6 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing with a copy to the Security Trustee of any amendment to its the Authorised Representatives or Callback Contacts of the Issuer giving the details specified in Schedule 33 (Authorised Representatives and Callback Contacts). Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 6.7 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a the Payment InstructionInstruction pursuant to the Order of Priority, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instructionthe Order of Priority. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 2 contracts

Sources: Account Agreement, Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause clause 6.5 below and in accordance with Clause clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) (the "Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Swap Replacement Swap Proceeds and applied to the relevant Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts Accounts; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ SWIFT (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required GuaranteeRatings.

Appears in 2 contracts

Sources: Account Agreement, Deed of Amendment and Restatement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given 5.1. Operating and release procedures of the authorisation Escrow Amount shall be as follows: (a) Subject to Clauses 5.4 to 5.8 and 6, the Escrow Agent shall release an aggregate amount equal to the Account Bank to operate Escrow Amount from the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Escrow Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary in full for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction benefit of the Issuer (or, or its successors) in accordance with and upon the receipt of an Enforcement Notice from the Security Trustee, any (i) a payment instruction (as described below), (ii) an officers’ certificate substantially in the form set out in Schedule 1-A (the “First Officers’ Certificate”) signed by an Authorized Representative of each of Parent and Issuer and (iii) an Officers’ Certificate substantially in the Security Trusteeform set out in Schedule 1-B (the “Second Officers’ Certificate”) to effect a payment signed by debiting an Authorized Representative of each of Parent and Issuer (together with the relevant AccountFirst Officers’ Certificate, the “Officers’ Certificates”), provided that (w) the relevant Account contains sufficient cleared funds First Officers’ Certificate shall be given to make such payment the Escrow Agent two (2) Payment Business Days before the date of release of the Escrow Amount; (x) the Second Officers’ Certificate shall be given on the date of the release of the Escrow Amount; and provided that such Payment Instruction is made (iy) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject the Escrow Agent shall only be required to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), release the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with Escrow Amount on a Payment Instruction executed by an Authorised Business Day and if the Initial Purchasers’ Discount shall be paid to the Representative on or prior to the release of the Issuer Escrow Amount pursuant to this Clause 5.1(a). The payment instruction shall be substantially in substantially the same form as set out in Schedule 2 1-C (Form of Payment Instruction) ("a “Payment Instruction") signed by an Authorized Representative of each of Parent and Issuer and delivered simultaneously with the First Officers’ Certificate, directing the Escrow Agent to release the Escrow Amount in full as set forth therein, provided that if prior to the delivery of the Second Officers’ Certificate the Parent has paid, or caused to be paid, the amount of the Initial Purchasers’ Discount to the Representative as provided in the Payment Instructions from funds that are not part of the Escrow Amount and such payment has been confirmed to the Escrow Agent in writing by the Representative, the amount of the Initial Purchasers’ Discount held in the US Escrow Account shall be paid to the Parent as soon as possible after the release of funds from the Escrow Accounts pursuant to this Clause 5.1(a). The Representative shall promptly notify the Escrow Agent in writing upon receipt of the Initial Purchasers’ Discount from or on behalf of the Issuer or Parent. (b) If, (i) by 12:00 p.m. local time in the City of New York on December 13, 2011 (such date, the “Expiration Date”), the Escrow Agent shall not have received the Officers’ Certificates; or (ii) on or prior to the Expiration Date, the Issuer shall have notified the Escrow Agent in writing that the Implementation Agreement has been terminated or that the conditions to the release of the Escrow Amount will not be satisfied prior to the Expiration Date; then, in either case, the Escrow Agent shall, without the requirement of any other notice to or action by the Parent, Issuer, the Trustee or any other Person, release the Escrow Amount from the US Escrow Account and the UK Escrow Account to the Trustee (but only if not in excess of the Payment Instruction is not given electronicallyamount needed to pay the Special Mandatory Redemption Price in US Dollars) provided that and the relevant Escrow Agent shall convert UK Sterling on deposit in the UK Escrow Account contains sufficient cleared funds into US Dollars (and may engage a financial institution to make effect such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, conversion). The Trustee shall apply the Account Bank shall, Escrow Amount in accordance with such Payment Instruction: (a) arrange for all payments the terms of Section 417 and Section 1009 of the Indenture to be made by pay the Special Mandatory Redemption Price. If the Issuer with respect is required to Excess Swap Collateral effect the Special Mandatory Redemption contemplated by Section 417 and Return Amounts Section 1009 of the Indenture and for any reason the Escrow Amount (including, without limitation, as a result of movements in exchange rates) is insufficient to pay the Special Mandatory Redemption Price (as defined in the Swap AgreementsIndenture) to redeem all of the outstanding Notes as provided in the Indenture, the Parent and the Issuer agree to pay to the Trustee, not later than the date of release of the Escrow Amount pursuant to the paragraph above, the amount of funds necessary to permit all outstanding Notes to be debited from the Counterparty Downgrade Collateral Account and applied redeemed in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by Special Mandatory Redemption provisions in the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority;Indenture. (c) arrange for all Swap Termination Payments to be made by The Escrow Agent may also release the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied Escrow Amount in accordance with a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settlement agreement between the Trust Agreement; andconflicting parties as evidenced in writing. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary, (d) arrange for all other amounts which the 5.2. Parent and Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes undertake to give the Account Bank Escrow Agent and the Trustee five (5) Business Days' notice in writing in accordance with Clause 11 of any amendment to its Authorised their Authorized Representatives or Callback Call-back Contacts giving the details specified in the relevant part of Schedule 32 (Authorized Representatives and Call-back Contacts). Any amendment of Authorised the Authorized Representatives or Callback Call-back Contacts of the Parent and Issuer shall take effect upon the expiry expiration of such five (5) Business Days' notice. The Issuer acknowledges and accepts ’ notice (or such shorter period as agreed by the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback ContactsEscrow Agent in its absolute discretion). 6.6 5.3. Any payment by the Escrow Agent under this Agreement will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by applicable law, rule, regulation, or practice of any relevant government, government agency, regulatory authority, stock exchange or self-regulatory organization with which the Escrow Agent is bound and/or is accustomed to comply. 5.4. If there are insufficient cleared funds in the Escrow Agent is required by law, rule, regulation, or practice of any relevant Account government, government agency, regulatory authority, stock exchange or self regulatory organization with which the Escrow Agent is bound and/or is accustomed to comply to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Daydeduction or withholding, it will provide not pay an additional amount in respect of that deduction or withholding to the Issuerrelevant Party. 5.5. [Reserved]. 5.6. [Reserved]. 5.7. Except as otherwise provided by Clause 5.1 hereof, so long as the Obligations shall remain unpaid, the Cash Administrator and Issuer will maintain the Servicer (and upon Escrow Accounts with the receipt of an Enforcement Notice, the Security Trustee) with online access Escrow Agent. 5.8. Notwithstanding any term or condition to the current daily statements contrary in any other agreement relating to the Accounts ; (b) on Escrow Accounts, no amount shall be paid or released to or for the first Business Day of each monthaccount of, it will transfer to or withdrawn by or for the Issueraccount of, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the IssuerParent, the Cash Administrator and/or Issuer or any other Person, from the Servicer (orEscrow Accounts, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account except as provided in PDF form via emailClause 5.1 hereof. 5.9. The current monthly statements will also U.S. Escrow Account shall be available online for established and maintained as a securities account (as defined in Section 8-501 of the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) Uniform Commercial Code as in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request effect from time to time in the State of New York (“UCC”)) and the State of New York shall be the security intermediary’s jurisdiction for purposes of Section 8-110 of the Issuer and/or the Servicer;UCC. 6.8 The Account Bank agrees with 5.10. Notwithstanding any other provision hereof, upon the Issuer thatrelease of the Escrow Amount pursuant to Clause 5.1 hereof, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged security interest of the Trustee for the Issuer by benefit of the Cash Administrator as set out in Clauses 8 (Appointment Holders of Cash Administrator) the Notes and 9 (Cash Administration Services) the security interest of this Agreement. 6.9 The Issuerthe Escrow Agent shall automatically terminate without any further action and the Escrow Amount shall be delivered to the recipient entitled thereto pursuant to Clause 5.1 free and clear of any and all liens, claims or if the Issuer fails to do soencumbrances of any person, including, without limitation, the Security Escrow Agent, the Trustee shall terminate and the Account Agreement in respect of any Holders of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required GuaranteeNotes.

Appears in 1 contract

Sources: Escrow Agreement (Avis Budget Group, Inc.)

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax sent by email for any other Payment Instruction, or (iii) via its internal electronic on-line online banking systems, and in each case complies with this Agreement. 6.3 The Issuer confirms that the Account Bank shall not be obliged to make any payment or act on any Payment Instruction from the Issuer if it is unable to (i) verify any signature and (ii) validate the authenticity of such Payment Instruction by way of Callback Contact. The Account Bank shall decide in its sole discretion whether to perform a telephone callback to verify any Payment Instruction and shall have no liability for not doing so.‌ 6.4 Subject to Clause 6.5 6.6 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) or in accordance with the Account Bank’s security procedures by the Issuer and the Cash Administrator (or an Authorised Representative) to be binding on the Issuer, provided that the relevant Account contains sufficient cleared funds to make such payment. In case of an unauthorised transaction, the Account Bank is not required to present additional evidence to demonstrate gross negligence or wilful misconduct if the transaction has been initiated in accordance with its security procedures. 6.4 6.5 Following receipt of a valid Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap AgreementsAgreement) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 6.6 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts.Contacts.‌ 6.6 6.7 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 6.8 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts Accounts; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator Administrator's and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide Servicer's current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ SWIFT (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 6.9 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 6.10 The Account Bank may transfer information between branches or to any other Citi Organisation (or service provider for a Citi Organisation) for confidential use. 6.11 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation 5.1 Subject to the Account Bank Clauses 5.2 to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation 5.4, 6 and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer7, the Security Trustee and Escrow Agent shall: (a) release the ServicerEscrow Amount to an Escrow Party, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any a payment instruction of substantially in the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and form set out in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 1 (Form of Payment Instruction) ("a “Payment Instruction") signed by an Authorised Representative of Party A and an Authorised Representative of Party B; and (but only if b) pay, release, transfer, liquidate or otherwise deal with the Escrow Amount or any portion thereof in accordance with (and no later than five (5) Payment Instruction is not Business Days following receipt of), the terms of a Judgment determining the entitlement of Party A, Party B or any other person to the Escrow Amount or any portion thereof, provided that, at the Escrow Agent's sole discretion, such Judgment shall be accompanied by a legal opinion satisfactory to the Escrow Agent given electronicallyby counsel for the party requesting such release (or other action) provided confirming the effect of such Judgment, that it represents a final adjudication of the rights of the parties and that the relevant Account contains sufficient cleared funds to make time for appeal from such payment.Judgment has expired without an appeal having been made, 6.4 Following receipt of a Payment Instruction in relation to (a) to any Payment Instruction being received by the Escrow Agent by 10 a.m. (dLondon time) below, on a day falling at least two (2) Business Days prior to the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments date on which any payment is to be made by and provided in each case that the Issuer with respect Escrow Agent shall only be required to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for make any payment of or take any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid action on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges Day and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees provided further that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer Escrow Agent shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment release the Escrow Amount or any portion thereof or to take action in accordance relation thereto if it is prevented or prohibited from doing so or if it is instructed or ordered not to do so, in each case, by the terms of any Judgment with such Payment Instructionwhich the Escrow Agent, in its discretion, determines that the Escrow Agent is required to comply or if the Escrow Agent is otherwise not legally permitted to do so. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) Any payment by the Escrow Agent under this Agreement will be made without any deduction or withholding for or on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt account of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ;any Taxes unless such deduction or withholding is required by Applicable Law. (b) on Each Escrow Party shall remain liable for any unpaid Taxes pursuant to Clause 5.2(a) and agrees that it shall pay such Taxes upon notice from the first Business Day Escrow Agent or any Authority. If Taxes are paid by the Escrow Agent or any of its affiliates, each monthEscrow Party agrees that it shall promptly reimburse the Escrow Agent for such payment to the extent not covered by withholding from any payment. 5.3 If the Escrow Agent is required to make a deduction or withholding referred to in Clause 5.2, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with not pay an additional amount in respect of that deduction or withholding to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;Escrow Party. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 1 contract

Sources: Escrow Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause clause 6.5 below and in accordance with Clause clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Swap Replacement Swap Proceeds and applied to the relevant Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts Accounts; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ SWIFT (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap AgreementsAgreement) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts Accounts; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator Administrator's and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide Servicer's current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) by fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause clause 6.5 below and in accordance with Clause clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the The Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied shall release amounts in accordance with the relevant Swap Agreement; (b) arrange for payment Payment Instructions of any Swap Termination Payments due and payable by the Issuer to (or, upon the outgoing Swap Counterparty in accordance with receipt of an Enforcement Notice from the relevant Swap Agreement (i) outside Security Trustee, any payment instruction of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the ServicerSecurity Trustee). 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or PARLIB01/F2JC/1597069.9 ▇▇▇▇▇ Lovells Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on the Business Day immediately following each Business Daymovement under the Accounts, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access current statements with respect to the current daily statements relating to the Accounts relevant Account via SWIFT; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for ; and (c) after each Payment Date and after each credit or debit made to the relevant Account, the Account Bank shall, within 3 Business Days, provide both the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements Servicer with respect a copy of the account statement evidencing each payment made in accordance with the payment instructions or, each credit or debit made to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time Account of the Issuer and/or Issuer, as the Servicer;case may be. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the short-term or long-term ratings of the Account Bank ceases to have fall below the Account Bank Required Ratings or fails to maintain an Account Bank Required GuaranteeRating.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause clause 6.5 below and in accordance with Clause clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from relevant the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the relevant Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts Accounts; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause clause 6.5 below and in accordance with Clause clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Swap Replacement Swap Proceeds and applied to the relevant Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts Accounts; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Callback Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ SWIFT (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the short-term or long-term ratings of the Account Bank ceases to have fall below the Account Bank Required Ratings or fails to maintain an Account Bank Required GuaranteeRating.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Callback Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ SWIFT (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given 5.1 Prior to any release by the authorisation Escrow Agent of any Cash Amount, Securities and Custody Cash, and Safekept Documents in accordance with Clauses 5.2 and 5.3, the Escrow Parties shall: (a) at least two (2) Business Days prior to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received Business Day on which such authorisation and that such authorisation release is operative and supersedes any previous arrangements relating required, provide to the Accounts and may not Escrow Agent, in accordance with Clause 11: (i) in relation to the Cash Amount (together with any additional Cash) to be amended without released, the prior written consent Payment Instruction signed by the Relevant Authorised Representative(s) of each of the IssuerEscrow Parties; (ii) in relation to the Securities (and Custody Cash) to be released, a Custody Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; (iii) in relation to the First Release Documents to be released, a Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties and identifying clearly that the Delivery Instruction relates to the First Release Documents; and (iv) in relation to the Second Release Documents to be released, a Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties and identifying clearly that the Delivery Instruction relates to the Second Release Documents; and (b) by 11am (London time) on the Business Day on which such release is required, provide to the Escrow Agent in accordance with Clause 11, as applicable: (i) a confirmation Instruction in the form set out in Schedule 3 (Form of Confirmation), signed by the Relevant Authorised Representative(s) of each of the Escrow Parties, which confirms the Delivery Instruction in relation to the First Release Documents which has been provided in accordance with Clause 5.1(a)(iii); or (ii) a confirmation Instruction in the form set out in Schedule 3 (Form of Confirmation), signed by the Relevant Authorised Representative(s) of each of the Escrow Parties, which confirms the Payment Instruction, Custody Instruction and Delivery Instruction in relation to, respectively, the Security Trustee Cash Amount (together with any additional Cash), Securities (and Custody Cash) and the ServicerSecond Release Documents which have been provided in accordance with Clauses 5.1(a)(i), 5.1(a)(ii) and 5.1(a)(iv). 5.2 Subject to Clauses 5.1, 5.3 to 5.8, 6 and 7, the Issuer hereby agrees to give to Escrow Agent shall: (a) promptly following receipt of the Account Bank all directions necessary for relevant confirmation Instruction in accordance with Clause 5.1(b)(i), release the Account Bank to operate the Accounts First Release Documents in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer relevant Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; (or, upon the b) promptly following receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment confirmation Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 5.1(b)(ii): (Appointment of Cash Administrator), i) release the Cash Administrator shall procure that the Account Bank shall release Amount (together with any additional Cash) or any portion thereof to any designated payee, including an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shallEscrow Party, in accordance with the terms of the Payment Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; (ii) release the Securities (and Custody Cash) or any portion thereof to any designated recipient, including an Escrow Party, in accordance with the terms of the relevant Custody Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; and (iii) release the Second Release Documents in accordance with the terms of the relevant Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; and (c) pay, release, transfer, liquidate or otherwise deal with the Escrow Property or any portion thereof in accordance with (and no later than two (2) Business Days following receipt of), the terms of a Judgment determining the entitlement of any Escrow Party or any other person to the Escrow Property or any portion thereof, provided that such Judgment shall be accompanied by a legal opinion (or such other form of legal advice) satisfactory to the Escrow Agent, acting reasonably, given by counsel for the relevant person requesting such release (or other action) (or such other counsel which is acceptable to the Escrow Agent, acting reasonably) confirming the effect of such Judgment and that such Judgment constitutes a final adjudication in the jurisdiction in which it was issued of the rights and obligations in dispute of the parties thereto by a court or tribunal of competent jurisdiction, that the time for appeal from such Judgment in the jurisdiction in which it was issued has expired without an appeal having been made, and that no further appeal of such Judgment can be made in the jurisdiction in which it was issued. (a) The Escrow Agent shall only be required to release such funds or Securities or Safekept Documents or take any other action on a Business Day. (b) The Escrow Agent shall be under no obligation to release the Escrow Property or any portion thereof or to take any action in relation thereto if it is prevented or prohibited from doing so, or if it is instructed or ordered not to do so, in each case, by the terms of any Judgment with which the Escrow Agent, in its discretion, acting reasonably, determines that the Escrow Agent is required to comply, or if the Escrow Agent is otherwise not legally permitted to do so. (a) Any payment by the Escrow Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by Applicable Law. (b) Each Escrow Party shall remain liable for any unpaid Taxes pursuant to Clause 5.4(a) and agrees that it shall pay such Taxes upon notice from the Escrow Agent or any Authority provided that no Escrow Party shall be liable for the Escrow Agent’s Taxes on net profits. If Taxes are paid by the Escrow Agent or any of its affiliates, each Escrow Party agrees that it shall promptly reimburse the Escrow Agent for such payment to the extent not covered by withholding from any payment or debited from the Escrow Accounts in accordance with Clause 5.5. 5.5 If the Escrow Agent is required to make a deduction or withholding referred to in Clause 5.4, it will not pay an additional amount in respect of that deduction or withholding to the relevant Escrow Party, but shall as soon as reasonably practicable notify that Escrow Party of the deduction or withholding and provide that Escrow Party with a statement showing the amount withheld. If any deductions or withholdings for or on account of Taxes ought to have been made with respect to any prior credit to an Escrow Party by the Escrow Agent, each Escrow Party acknowledges that the Escrow Agent may debit any balance held for that Escrow Party in satisfaction of such prior Taxes and shall as soon as reasonably practicable notify that Escrow Party of the deduction or withholding and provide the Escrow Party with a statement showing the amount withheld. 5.6 Where credit interest which has accrued but not yet been posted to the Cash Accounts (or Custody Cash Account) is required to be released in accordance with the Payment InstructionInstruction delivered under Clause 5.1(a), such interest shall be paid to the account designated therein within five (5) Business Days of the specified payment date. 5.7 Each Escrow Party: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank Escrow Agent not less than five (5) Business Days' notice in writing in accordance with Clause 11, signed by the Relevant Authorised Representative(s) of such Escrow Party (or as otherwise agreed with the Escrow Agent), of any amendment to its Authorised Representatives or Callback Call-back Contacts giving the details specified in the relevant part of Schedule 34 (Authorised Representatives and Call-back Contacts). Any such amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of the above notice period (or such five shorter period as agreed by the Escrow Agent in its absolute discretion); and (5b) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank Escrow Agent may rely upon the confirmations or responses of anyone purporting to be its Call-back Contact in answering the Callback Contact. The Issuer telephone call- back of the Escrow Agent and that such Escrow Party shall assume all risks and losses (if any) resulting from such confirmations or responses. The . 5.8 For the purposes of delivery of Safekept Documents by the Escrow Agent pursuant to Clause 5.2, each of Telia Finland, CTH, Turkcell Holding, ATTL, TVF BTIH and IMTIS Holdings confirms that it has authorised each of the natural persons listed opposite its name in Schedule 11 (Persons listed for the purposes of Clause 4.2, Clause 5.8 and Clause 16.4(e)) to receive on such Escrow Party's behalf from the Escrow Agent the Safekept Documents which the Escrow Agent is obliged to deliver to such Escrow Party in accordance with Clause 5.2, and agrees that delivery of such Safekept Documents by the Escrow Agent to one of those listed persons for the benefit of such Escrow Party shall constitute delivery to such Escrow Party for the purpose of such clause. 5.9 Each Escrow Party acknowledges and agrees that, at any meeting of shareholders of Turkcell which occurs during the term of this Agreement, any voting rights arising in respect of Turkcell Shares at that time credited to the Turkcell Holding Custody Account Bank shall not be obliged to make payment exercised by the Escrow Agent (or act on any instruction if it is unable to verify third party appointed by the relevant signature(sEscrow Agent) and validate authenticity but shall be exercised by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment Turkcell Holding in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator Applicable Law and the Servicer terms of the shortfall immediatelyFramework Agreement. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under The Escrow Agent shall have no obligation to, and shall not, take any action to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with exercise or procure the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt exercise of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement any voting rights which may arise in respect of any such Turkcell Shares at such a meeting, but the Escrow Agent shall use reasonable endeavours to provide to Turkcell Holding such documents and information as Turkcell Holding may reasonably request to enable Turkcell Holding to attend such meeting and exercise in full the voting rights arising in respect of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guaranteesuch Turkcell Shares.

Appears in 1 contract

Sources: Escrow and Custody Agreement (Letterone Investment Holdings S.a.r.l.)

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given 5.1 Prior to any release by the authorisation Escrow Agent of any Cash Amount, Securities and Custody Cash, and Safekept Documents in accordance with Clauses 5.2 and 5.3, the Escrow Parties shall: (a) at least two (2) Business Days prior to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received Business Day on which such authorisation and that such authorisation release is operative and supersedes any previous arrangements relating required, provide to the Accounts and may not Escrow Agent, in accordance with Clause 11: (i) in relation to the Cash Amount (together with any additional Cash) to be amended without released, the prior written consent Payment Instruction signed by the Relevant Authorised Representative(s) of each of the IssuerEscrow Parties; (ii) in relation to the Securities (and Custody Cash) to be released, a Custody Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; (iii) in relation to the First Release Documents to be released, a Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties and identifying clearly that the Delivery Instruction relates to the First Release Documents; and (iv) in relation to the Second Release Documents to be released, a Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties and identifying clearly that the Delivery Instruction relates to the Second Release Documents; and (b) by 11am (London time) on the Business Day on which such release is required, provide to the Escrow Agent in accordance with Clause 11, as applicable: (i) a confirmation Instruction in the form set out in Schedule 3 (Form of Confirmation), signed by the Relevant Authorised Representative(s) of each of the Escrow Parties, which confirms the Delivery Instruction in relation to the First Release Documents which has been provided in accordance with Clause 5.1(a)(iii); or (ii) a confirmation Instruction in the form set out in Schedule 3 (Form of Confirmation), signed by the Relevant Authorised Representative(s) of each of the Escrow Parties, which confirms the Payment Instruction, Custody Instruction and Delivery Instruction in relation to, respectively, the Security Trustee Cash Amount (together with any additional Cash), Securities (and Custody Cash) and the ServicerSecond Release Documents which have been provided in accordance with Clauses 5.1(a)(i), 5.1(a)(ii) and 5.1(a)(iv). 5.2 Subject to Clauses 5.1, 5.3 to 5.8, 6 and 7, the Issuer hereby agrees to give to Escrow Agent shall: (a) promptly following receipt of the Account Bank all directions necessary for relevant confirmation Instruction in accordance with Clause 5.1(b)(i), release the Account Bank to operate the Accounts First Release Documents in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer relevant Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; (or, upon the b) promptly following receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment confirmation Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 5.1(b)(ii): (Appointment of Cash Administrator), i) release the Cash Administrator shall procure that the Account Bank shall release Amount (together with any additional Cash) or any portion thereof to any designated payee, including an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shallEscrow Party, in accordance with the terms of the Payment Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; (ii) release the Securities (and Custody Cash) or any portion thereof to any designated recipient, including an Escrow Party, in accordance with the terms of the relevant Custody Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; and (iii) release the Second Release Documents in accordance with the terms of the relevant Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; and (c) pay, release, transfer, liquidate or otherwise deal with the Escrow Property or any portion thereof in accordance with (and no later than two (2) Business Days following receipt of), the terms of a Judgment determining the entitlement of any Escrow Party or any other person to the Escrow Property or any portion thereof, provided that such Judgment shall be accompanied by a legal opinion (or such other form of legal advice) satisfactory to the Escrow Agent, acting reasonably, given by counsel for the relevant person requesting such release (or other action) (or such other counsel which is acceptable to the Escrow Agent, acting reasonably) confirming the effect of such Judgment and that such Judgment constitutes a final adjudication in the jurisdiction in which it was issued of the rights and obligations in dispute of the parties thereto by a court or tribunal of competent jurisdiction, that the time for appeal from such Judgment in the jurisdiction in which it was issued has expired without an appeal having been made, and that no further appeal of such Judgment can be made in the jurisdiction in which it was issued. (a) The Escrow Agent shall only be required to release such funds or Securities or Safekept Documents or take any other action on a Business Day. (b) The Escrow Agent shall be under no obligation to release the Escrow Property or any portion thereof or to take any action in relation thereto if it is prevented or prohibited from doing so, or if it is instructed or ordered not to do so, in each case, by the terms of any Judgment with which the Escrow Agent, in its discretion, acting reasonably, determines that the Escrow Agent is required to comply, or if the Escrow Agent is otherwise not legally permitted to do so. (a) Any payment by the Escrow Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by Applicable Law. (b) Each Escrow Party shall remain liable for any unpaid Taxes pursuant to Clause 5.4(a) and agrees that it shall pay such Taxes upon notice from the Escrow Agent or any Authority provided that no Escrow Party shall be liable for the Escrow Agent’s Taxes on net profits. If Taxes are paid by the Escrow Agent or any of its affiliates, each Escrow Party agrees that it shall promptly reimburse the Escrow Agent for such payment to the extent not covered by withholding from any payment or debited from the Escrow Accounts in accordance with Clause 5.5. 5.5 If the Escrow Agent is required to make a deduction or withholding referred to in Clause 5.4, it will not pay an additional amount in respect of that deduction or withholding to the relevant Escrow Party, but shall as soon as reasonably practicable notify that Escrow Party of the deduction or withholding and provide that Escrow Party with a statement showing the amount withheld. If any deductions or withholdings for or on account of Taxes ought to have been made with respect to any prior credit to an Escrow Party by the Escrow Agent, each Escrow Party acknowledges that the Escrow Agent may debit any balance held for that Escrow Party in satisfaction of such prior Taxes and shall as soon as reasonably practicable notify that Escrow Party of the deduction or withholding and provide the Escrow Party with a statement showing the amount withheld. 5.6 Where credit interest which has accrued but not yet been posted to the Cash Accounts (or Custody Cash Account) is required to be released in accordance with the Payment InstructionInstruction delivered under Clause 5.1(a), such interest shall be paid to the account designated therein within five (5) Business Days of the specified payment date. 5.7 Each Escrow Party: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank Escrow Agent not less than five (5) Business Days' notice in writing in accordance with Clause 11, signed by the Relevant Authorised Representative(s) of such Escrow Party (or as otherwise agreed with the Escrow Agent), of any amendment to its Authorised Representatives or Callback Call-back Contacts giving the details specified in the relevant part of Schedule 34 (Authorised Representatives and Call-back Contacts). Any such amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of the above notice period (or such five shorter period as agreed by the Escrow Agent in its absolute discretion); and (5b) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank Escrow Agent may rely upon the confirmations or responses of anyone purporting to be its Call-back Contact in answering the Callback Contact. The Issuer telephone call-back of the Escrow Agent and that such Escrow Party shall assume all risks and losses (if any) resulting from such confirmations or responses. The . 5.8 For the purposes of delivery of Safekept Documents by the Escrow Agent pursuant to Clause 5.2, each of Telia Finland, CTH, Turkcell Holding, ATTL, TVF BTIH and IMTIS Holdings confirms that it has authorised each of the natural persons listed opposite its name in Schedule 11 (Persons listed for the purposes of Clause 4.2, Clause 5.8 and Clause 16.4(e)) to receive on such Escrow Party's behalf from the Escrow Agent the Safekept Documents which the Escrow Agent is obliged to deliver to such Escrow Party in accordance with Clause 5.2, and agrees that delivery of such Safekept Documents by the Escrow Agent to one of those listed persons for the benefit of such Escrow Party shall constitute delivery to such Escrow Party for the purpose of such clause. 5.9 Each Escrow Party acknowledges and agrees that, at any meeting of shareholders of Turkcell which occurs during the term of this Agreement, any voting rights arising in respect of Turkcell Shares at that time credited to the Turkcell Holding Custody Account Bank shall not be obliged to make payment exercised by the Escrow Agent (or act on any instruction if it is unable to verify third party appointed by the relevant signature(sEscrow Agent) and validate authenticity but shall be exercised by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment Turkcell Holding in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator Applicable Law and the Servicer terms of the shortfall immediatelyFramework Agreement. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under The Escrow Agent shall have no obligation to, and shall not, take any action to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with exercise or procure the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt exercise of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement any voting rights which may arise in respect of any such Turkcell Shares at such a meeting, but the Escrow Agent shall use reasonable endeavours to provide to Turkcell Holding such documents and information as Turkcell Holding may reasonably request to enable Turkcell Holding to attend such meeting and exercise in full the voting rights arising in respect of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guaranteesuch Turkcell Shares.

Appears in 1 contract

Sources: Escrow and Custody Agreement (CUKUROVA FINANCE INTERNATIONAL LTD)

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap AgreementsAgreement) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts Accounts; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator Administrator's and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide Servicer's current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Callback Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ SWIFT (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the short-term or long-term ratings of the Account Bank ceases to have fall below the Account Bank Required Ratings or fails to maintain an Account Bank Required GuaranteeRating.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given 5.1 Prior to any release by the authorisation Escrow Agent of any Cash Amount, Securities and Custody Cash, and Safekept Documents in accordance with Clauses 5.2 and 5.3, the Escrow Parties shall: (a) at least two (2) Business Days prior to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received Business Day on which such authorisation and that such authorisation release is operative and supersedes any previous arrangements relating required, provide to the Accounts and may not Escrow Agent, in accordance with Clause 11: (i) in relation to the Cash Amount (together with any additional Cash) to be amended without released, the prior written consent Payment Instruction signed by the Relevant Authorised Representative(s) of each of the IssuerEscrow Parties; (ii) in relation to the Securities (and Custody Cash) to be released, a Custody Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; (iii) in relation to the First Release Documents to be released, a Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties and identifying clearly that the Delivery Instruction relates to the First Release Documents; and (iv) in relation to the Second Release Documents to be released, a Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties and identifying clearly that the Delivery Instruction relates to the Second Release Documents; and (b) by 11am (London time) on the Business Day on which such release is required, provide to the Escrow Agent in accordance with Clause 11, as applicable: (i) a confirmation Instruction in the form set out in Schedule 3 (Form of Confirmation), signed by the Relevant Authorised Representative(s) of each of the Escrow Parties, which confirms the Delivery Instruction in relation to the First Release Documents which has been provided in accordance with Clause 5.1(a)(iii); or (ii) a confirmation Instruction in the form set out in Schedule 3 (Form of Confirmation), signed by the Relevant Authorised Representative(s) of each of the Escrow Parties, which confirms the Payment Instruction, Custody Instruction and Delivery Instruction in relation to, respectively, the Security Trustee Cash Amount (together with any additional Cash), Securities (and Custody Cash) and the ServicerSecond Release Documents which have been provided in accordance with Clauses 5.1(a)(i), 5.1(a)(ii) and 5.1(a)(iv). 5.2 Subject to Clauses 5.1, 5.3 to 5.8, 6 and 7, the Issuer hereby agrees to give to Escrow Agent shall: (a) promptly following receipt of the Account Bank all directions necessary for relevant confirmation Instruction in accordance with Clause 5.1(b)(i), release the Account Bank to operate the Accounts First Release Documents in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer relevant Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; (or, upon the b) promptly following receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment confirmation Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 5.1(b)(ii): (Appointment of Cash Administrator), i) release the Cash Administrator shall procure that the Account Bank shall release Amount (together with any additional Cash) or any portion thereof to any designated payee, including an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) ("Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment. 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shallEscrow Party, in accordance with the terms of the Payment Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; (ii) release the Securities (and Custody Cash) or any portion thereof to any designated recipient, including an Escrow Party, in accordance with the terms of the relevant Custody Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; and (iii) release the Second Release Documents in accordance with the terms of the relevant Delivery Instruction signed by the Relevant Authorised Representative(s) of each of the Escrow Parties; and (c) pay, release, transfer, liquidate or otherwise deal with the Escrow Property or any portion thereof in accordance with (and no later than two (2) Business Days following receipt of), the terms of a Judgment determining the entitlement of any Escrow Party or any other person to the Escrow Property or any portion thereof, provided that such Judgment shall be accompanied by a legal opinion (or such other form of legal advice) satisfactory to the Escrow Agent, acting reasonably, given by counsel for the relevant person requesting such release (or other action) (or such other counsel which is acceptable to the Escrow Agent, acting reasonably) confirming the effect of such Judgment and that such Judgment constitutes a final adjudication in the jurisdiction in which it was issued of the rights and obligations in dispute of the parties thereto by a court or tribunal of competent jurisdiction, that the time for appeal from such Judgment in the jurisdiction in which it was issued has expired without an appeal having been made, and that no further appeal of such Judgment can be made in the jurisdiction in which it was issued. (a) The Escrow Agent shall only be required to release such funds or Securities or Safekept Documents or take any other action on a Business Day. (b) The Escrow Agent shall be under no obligation to release the Escrow Property or any portion thereof or to take any action in relation thereto if it is prevented or prohibited from doing so, or if it is instructed or ordered not to do so, in each case, by the terms of any Judgment with which the Escrow Agent, in its discretion, acting reasonably, determines that the Escrow Agent is required to comply, or if the Escrow Agent is otherwise not legally permitted to do so. (a) Any payment by the Escrow Agent under this Agreement will be made without any deduction or withholding for or on account of any Taxes unless such deduction or withholding is required by Applicable Law. (b) Each Escrow Party shall remain liable for any unpaid Taxes pursuant to Clause 5.4(a) and agrees that it shall pay such Taxes upon notice from the Escrow Agent or any Authority provided that no Escrow Party shall be liable for the Escrow Agent’s Taxes on net profits. If Taxes are paid by the Escrow Agent or any of its affiliates, each Escrow Party agrees that it shall promptly reimburse the Escrow Agent for such payment to the extent not covered by withholding from any payment or debited from the Escrow Accounts in accordance with Clause 5.5. 5.5 If the Escrow Agent is required to make a deduction or withholding referred to in Clause 5.4, it will not pay an additional amount in respect of that deduction or withholding to the relevant Escrow Party, but shall as soon as reasonably practicable notify that Escrow Party of the deduction or withholding and provide that Escrow Party with a statement showing the amount withheld. If any deductions or withholdings for or on account of Taxes ought to have been made with respect to any prior credit to an Escrow Party by the Escrow Agent, each Escrow Party acknowledges that the Escrow Agent may debit any balance held for that Escrow Party in satisfaction of such prior Taxes and shall as soon as reasonably practicable notify that Escrow Party of the deduction or withholding and provide the Escrow Party with a statement showing the amount withheld. 5.6 Where credit interest which has accrued but not yet been posted to the Cash Accounts (or Custody Cash Account) is required to be released in accordance with the Payment InstructionInstruction delivered under Clause 5.1(a), such interest shall be paid to the account designated therein within five (5) Business Days of the specified payment date. 5.7 Each Escrow Party: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer. 6.5 The Issuer undertakes to give the Account Bank Escrow Agent not less than five (5) Business Days' notice in writing in accordance with Clause 11, signed by the Relevant Authorised Representative(s) of such Escrow Party (or as otherwise agreed with the Escrow Agent), of any amendment to its Authorised Representatives or Callback Call-back Contacts giving the details specified in the relevant part of Schedule 34 (Authorised Representatives and Call-back Contacts). Any such amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of the above notice period (or such five shorter period as agreed by the Escrow Agent in its absolute discretion); and (5b) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank Escrow Agent may rely upon the confirmations or responses of anyone purporting to be its Call-back Contact in answering the Callback Contact. The Issuer telephone call-back of the Escrow Agent and that such Escrow Party shall assume all risks and losses (if any) resulting from such confirmations or responses. The . 5.8 For the purposes of delivery of Safekept Documents by the Escrow Agent pursuant to Clause 5.2, each of Telia Finland, CTH, Turkcell Holding, ATTL, TVF BTIH and IMTIS Holdings confirms that it has authorised each of the natural persons listed opposite its name in Schedule 11 (Persons listed for the purposes of Clause 4.2, Clause 5.8 and Clause 16.4(e)) to receive on such Escrow Party’s behalf from the Escrow Agent the Safekept Documents which the Escrow Agent is obliged to deliver to such Escrow Party in accordance with Clause 5.2, and agrees that delivery of such Safekept Documents by the Escrow Agent to one of those listed persons for the benefit of such Escrow Party shall constitute delivery to such Escrow Party for the purpose of such clause. 5.9 Each Escrow Party acknowledges and agrees that, at any meeting of shareholders of Turkcell which occurs during the term of this Agreement, any voting rights arising in respect of Turkcell Shares at that time credited to the Turkcell Holding Custody Account Bank shall not be obliged to make payment exercised by the Escrow Agent (or act on any instruction if it is unable to verify third party appointed by the relevant signature(sEscrow Agent) and validate authenticity but shall be exercised by way of Callback Contacts. 6.6 If there are insufficient cleared funds in the relevant Account to make a payment Turkcell Holding in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator Applicable Law and the Servicer terms of the shortfall immediatelyFramework Agreement. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under The Escrow Agent shall have no obligation to, and shall not, take any action to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with exercise or procure the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt exercise of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement any voting rights which may arise in respect of any such Turkcell Shares at such a meeting, but the Escrow Agent shall use reasonable endeavours to provide to Turkcell Holding such documents and information as Turkcell Holding may reasonably request to enable Turkcell Holding to attend such meeting and exercise in full the voting rights arising in respect of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guaranteesuch Turkcell Shares.

Appears in 1 contract

Sources: Escrow and Custody Agreement (TELIA Co AB)

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause 6.5 below and in accordance with Clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction payment instruction executed by an Authorised Representative of the Issuer it in substantially the same form as Schedule 2 (Form of Payment Instruction) and provided to the Account Bank at least one Business Days before the date on which the payment is to be made ("Payment Instruction") (but only if the Payment Instruction is not given electronically) ), provided that the relevant Account contains sufficient cleared funds to make such payment. The Issuer shall procure that the Principal Paying Agent shall receive before 12.00 p.m. Luxembourg time one Business Day before each Payment Date a copy of irrevocable payment instruction by SWIFT MT 100 from the Account Bank through which the payment is to be made. For the avoidance of doubt, as long as Elavon Financial Services DAC, U.K. Branch acts as both Account Bank and Cash Administrator, no Payment Instruction will be sent between the Account Bank and Cash Administrator. 6.4 6.2 Following receipt of a Payment Instruction in relation to (a) to (d) belowInstruction, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap AgreementAgreement outside of the Order of Priority; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Swap Replacement Swap Proceeds and applied to the Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of PriorityPriority in respect of the balance thereof. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority; (c) (after returning any Excess Swap Collateral to the relevant Swap Counterparty) arrange for all payment of any Swap Termination Payments due to be made by the Issuer and which are standing to be debited from the credit of the relevant Counterparty Downgrade Collateral Account and applied to a replacement swap counterparty or, if no replacement Swap Counterparty has been found, in accordance with the Trust AgreementOrder of Priority; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior . 6.3 The Issuer confirms that the Account Bank shall not be obliged to submitting a make any payment or act on any Payment Instruction in accordance with (a) from the Issuer if the Account Bank is unable to (ci) above, verify any signature and (ii) validate the Issuer will use reasonable endeavours to check the content authenticity of such Payment Instruction Instruction. 6.4 The Account Bank shall be entitled to take any action or to refuse to take any action which the Account Bank regards as necessary for the Account Bank to comply with any applicable law, regulation or fiscal requirement, or the Servicerrules, operating procedures or market practice of any relevant stock exchange or other market or clearing system. 6.5 In acting under this Agreement and in connection with the Notes, the Account Bank shall act solely as a banker and not as a trustee of the Issuer and/or the Security Trustee and will not assume any obligation or responsibility towards or relationship of agency or trust for or with any of the owners or holders of the Notes or any other third party. 6.6 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing with a copy to the Security Trustee of any amendment to its the Authorised Representatives or Callback Contacts of the Issuer giving the details specified in Schedule 33 (Authorised Representatives and Callback Contacts). Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts. 6.6 6.7 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a the Payment InstructionInstruction pursuant to the Order of Priority, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instructionthe Order of Priority. 6.7 6.8 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts ; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause 6 will be arranged for the Issuer by the Cash Administrator as set out in Clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required Guarantee.

Appears in 1 contract

Sources: Account Agreement

OPERATING/RELEASE PROCEDURE. 6.1 The Issuer hereby confirms that it has given the authorisation to the Account Bank to operate the Accounts. The Account Bank hereby confirms that it has received such authorisation and that such authorisation is operative and supersedes any previous arrangements relating to the Accounts and may not be amended without the prior written consent of the Issuer, the Security Trustee and the Servicer, and the Issuer hereby agrees to give to the Account Bank all directions necessary for the Account Bank to operate the Accounts in accordance with the terms hereof and the Account Bank agrees to comply with the authorisation and all such directions. 6.2 The Account Bank shall comply with any Payment Instruction of the Issuer (or, upon the receipt of an Enforcement Notice from the Security Trustee, any payment instruction of the Security Trustee) to effect a payment by debiting the relevant Account, provided that the relevant Account contains sufficient cleared funds to make such payment and provided that such Payment Instruction is made (i) via SWIFT MT 103, or (ii) fax for any other Payment Instruction, or (iii) via its internal electronic on-line banking systems, and in each case complies with this Agreement. 6.3 Subject to Clause clause 6.5 below and in accordance with Clause clause 8.3 (Appointment of Cash Administrator), the Cash Administrator shall procure that the Account Bank shall release an amount from the relevant Account in accordance with a Payment Instruction executed by an Authorised Representative of the Issuer in substantially the same form as Schedule 2 (Form of Payment Instruction) (the "Payment Instruction") (but only if the Payment Instruction is not given electronically) provided that the relevant Account contains sufficient cleared funds to make such payment.payment.‌ 6.4 Following receipt of a Payment Instruction in relation to (a) to (d) below, the Account Bank shall, in accordance with such Payment Instruction: (a) arrange for all payments to be made by the Issuer with respect to Excess Swap Collateral and Return Amounts (as defined in the Swap Agreements) to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the relevant Swap Agreement; (b) arrange for payment of any Swap Termination Payments due and payable by the Issuer to the outgoing Swap Counterparty in accordance with the relevant Swap Agreement (i) outside of the Order of Priority to the extent that they have been received as Swap Replacement Swap Proceeds and applied to the relevant Counterparty Downgrade Collateral Account in accordance with the Trust Agreement or (ii) if insufficient, in accordance with the Order of Priority. To the extent that there are any excess Swap Replacement Proceeds, after application in respect of any Swap Termination Payments, these will be applied in accordance with the Order of Priority;Swap (c) arrange for all Swap Termination Payments to be made by the Issuer to be debited from the relevant Counterparty Downgrade Collateral Account and applied in accordance with the Trust Agreement; and (d) arrange for all other amounts which the Issuer is obliged to pay under the Transaction Documents to be paid on the due dates therefor by debiting from the Distribution Account in accordance with the Order of Priority and transferring to such bank account as may be notified to the Cash Administrator for such purposes by the Issuer; Prior to submitting a Payment Instruction in accordance with (a) to (c) above, the Issuer will use reasonable endeavours to check the content of such Payment Instruction with the Servicer.; 6.5 The Issuer undertakes to give the Account Bank five (5) Business Days' notice in writing of any amendment to its Authorised Representatives or Callback Contacts giving the details specified in Schedule 3. Any amendment of Authorised Representatives or Callback Contacts of the Issuer shall take effect upon the expiry of such five (5) Business Days' notice. The Issuer acknowledges and accepts the risks associated with any appointment of the same persons to act as their respective Authorised Representatives and ▇▇▇▇▇▇▇▇ Contacts and agrees that the Account Bank may rely upon the confirmations or responses of anyone purporting to be the Callback Contact. The Issuer shall assume all risks and losses (if any) resulting from such confirmations or responses. The Account Bank shall not be obliged to make payment or act on any instruction if it is unable to verify the relevant signature(s) and validate authenticity by way of Callback Contacts.Contacts.‌ 6.6 If there are insufficient cleared funds in the relevant Account to make a payment in accordance with a Payment Instruction, then the Account Bank shall inform the Issuer, the Cash Administrator and the Servicer of the shortfall immediately. Until the Account Bank is able to contact the Issuer, the Cash Administrator and/or the Servicer and receive instructions, the Account Bank will be under no obligation to make a payment in accordance with such Payment Instruction. 6.7 The Account Bank agrees with the Issuer, the Cash Administrator and the Servicer that: (a) on each Business Day, it will provide the Issuer, the Cash Administrator and the Servicer (and upon the receipt of an Enforcement Notice, the Security Trustee) with online access to the current daily statements relating to the Accounts Accounts; (b) on the first Business Day of each month, it will transfer to the Issuer, the Cash Administrator and the Servicer current statements with respect to the relevant Account in hard copies via post. When explicitly required by the Issuer, the Cash Administrator and/or the Servicer (or, upon the receipt of an Enforcement Notice, by the Security Trustee), the Account Bank will provide current statements with respect to the relevant Account in PDF form via email. The current monthly statements will also be available online for the Issuer, the Cash Administrator and the Servicer; and (c) it shall provide current statements with respect to the relevant Account(s) in PDF form by email and by ▇▇▇▇▇ SWIFT (provided that it has received the relevant SWIFT details) upon the request from time to time of the Issuer and/or the Servicer;. 6.8 The Account Bank agrees with the Issuer that, as long as a Cash Administrator or a successor Cash Administrator is appointed, payments to be made by the Issuer in accordance with this Clause clause 6 (Operating/Release Procedure) will be arranged for the Issuer by the Cash Administrator as set out in Clauses clauses 8 (Appointment of Cash Administrator) and 9 (Cash Administration Services) of this Agreement. 6.9 The Issuer, or if the Issuer fails to do so, the Security Trustee shall terminate the Account Agreement in respect of any of the Accounts and shall close the respective Account if the Account Bank ceases to have the Account Bank Required Ratings or fails to maintain an Account Bank Required GuaranteeRatings.

Appears in 1 contract

Sources: Account Agreement