Common use of OPERATING/RELEASE PROCEDURE Clause in Contracts

OPERATING/RELEASE PROCEDURE. 6.1 Subject to Clauses 6.3 to 6.7, 7 and 8, the Account Bank shall: (a) release the relevant Account Amount or any portion thereof to any designated payee, including the Issuer, in accordance with (i) an Instruction submitted by the Issuer (or the Administrator on its behalf) via SWIFT (a "SWIFT Instruction") or Citi Direct (a "Citi Direct Instruction"), or (ii) the terms of a payment instruction substantially in the form set out in Schedule 1 (Form of Payment Instruction) (a "Payment Instruction") signed by an Authorised Representative of the Administrator (on behalf of the 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 operating normally, being received by the Account Bank from the Issuer (or the Administrator on its behalf): (i) in the case of Instructions sent via facsimile 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 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 the 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 Administrator 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 Administrator 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 a 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 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 the 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, the 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 the Administrator on its behalf) under Clause 6.1 in respect of such account, such interest shall be paid to the account specified in such Payment Instruction within five (5) Business 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 the Payment Instruction at the rate given to the Account Bank by its associated treasury department. 6.7 At any time during the term of this Agreement the Issuer (or the Administrator on its behalf) may give the Account Bank written notice substantially in the form of Schedule 5 (Form of Time Deposit Dealing Instruction) and signed by an Authorised Dealer (a "Time Deposit Dealing Instruction") of the amount (which for the avoidance of doubt may not exceed the amount standing to the credit of the relevant Account on the applicable value date) to be placed on time deposit (a "Time Deposit") with the Account Bank’s associated treasury department.

OPERATING/RELEASE PROCEDURE. ‌ 6.1 Subject to Clauses 6.3 to 6.7, 7 and 8, the Account Bank shall:shall:‌ (a) release the relevant Account Amount or any portion thereof to any designated payee, including the Issuer, in accordance withwith‌ (i) an Instruction submitted by the Issuer (or the Administrator on its behalf) via SWIFT (a "SWIFT Instruction") or Citi Direct (a "Citi Direct Instruction"), or (ii) the terms of a payment instruction substantially in the form set out in Schedule 1 (Form of Payment Instruction) (a "Payment Instruction") signed by an Authorised Representative of the Administrator (on behalf of the 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 operating normally, being received by the Account Bank from the Issuer (or the Administrator on its behalf): (i) in the case of Instructions sent via facsimile or SFTS, by 12:00 pm (London time) on the prior Business Day, andand‌ (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, 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 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 the 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 Administrator 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 Administrator 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.it.‌ 6.3 If the Account Bank is required to make a 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.Issuer.‌ 6.4 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 the 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, the 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 the Administrator on its behalf) under Clause 6.1 in respect of such account, such interest shall be paid to the account specified in such Payment Instruction within five (5) Business 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 the Payment Instruction at the rate given to the Account Bank by its associated treasury department. 6.7 At any time during the term of this Agreement the Issuer (or the Administrator on its behalf) may give the Account Bank written notice substantially in the form of Schedule 5 (Form of Time Deposit Dealing Instruction) and signed by an Authorised Dealer (a "Time Deposit Dealing Instruction") of the amount (which for the avoidance of doubt may not exceed the amount standing to the credit of the relevant Account on the applicable value date) to be placed on time deposit (a "Time Deposit") with the Account Bank’s associated treasury department.department.‌

OPERATING/RELEASE PROCEDURE. ‌ 6.1 Subject to Clauses 6.3 to 6.7, 7 (Account Bank) and 88 (Know your Customer Requirements), the Account Bank shall:shall:‌ (a) release the relevant Account Amount or any portion thereof to any designated payee, including the Issuer, in accordance withwith:‌ (i) an Instruction submitted by the Issuer (or the PML as Administrator on its behalf) via SWIFT (a "SWIFT Instruction") or Citi Direct (a "Citi Direct Instruction"), ; or (ii) the terms of a payment instruction substantially in the form set out in Schedule 1 (Form of Payment Instruction) (a "Payment Instruction") signed by an Authorised Representative of the PML as Administrator (on behalf of the Issuer) directing the Account Bank to release the relevant Account Amount or any portion thereof as set forth therein;; and‌ (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 operating normally, being received by the Account Bank from the Issuer (or the PML as Administrator on its behalf): (i) in the case of Instructions sent via facsimile email or SFTS, by 12:00 pm (London time) on the prior Business Day, and; 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 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 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 the 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 Administrator 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 Administrator 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.it.‌ 6.3 If the Account Bank is required to make a 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.Issuer.‌ 6.4 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 the 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, the 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 the PML as Administrator on its behalf) under Clause 6.1 in respect of such account, such interest shall be paid to the account specified in such Payment Instruction within five (5) Business 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 the Payment Instruction at the rate given to the Account Bank by its associated treasury department. 6.7 At any time during the term of this Agreement the Issuer (or the PML as Administrator on its behalf) may give the Account Bank written notice substantially in the form of Schedule 5 (Form of Time Deposit Dealing Instruction) and signed by an Authorised Dealer (a "Time Deposit Dealing Instruction") of the amount (which for the avoidance of doubt may not exceed the amount standing to the credit of the relevant Account on the applicable value date) to be placed on time deposit (a "Time Deposit") with the Account Bank’s associated treasury department.department.‌

OPERATING/RELEASE PROCEDURE. ‌ 6.1 Subject to Clauses 6.3 to 6.7, 7 (Account Bank) and 88 (Know Your Customer Requirements), the Account Bank shall:shall:‌ (a) release the relevant Account Amount or any portion thereof to any designated payee, including the Issuer, in accordance withwith:‌ (i) an Instruction submitted by the Issuer (or the PML as Administrator on its behalf) via SWIFT (a "SWIFT Instruction") or Citi Direct (a "Citi Direct Instruction"), ; or (ii) the terms of a payment instruction substantially in the form set out in Schedule 1 (Form of Payment Instruction) (a "Payment Instruction") signed by an Authorised Representative of the PML as Administrator (on behalf of the Issuer) directing the Account Bank to release the relevant Account Amount or any portion thereof as set forth therein;; and‌ (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 operating normally, being received by the Account Bank from the Issuer (or the PML as Administrator on its behalf): (i) in the case of Instructions sent via facsimile email or SFTS, by 12:00 pm (London time) on the prior Business Day, and; 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, 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 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 the 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 Administrator 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 Administrator 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.it.‌ 6.3 If the Account Bank is required to make a 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.Issuer.‌ 6.4 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 the 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, the 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 the PML as Administrator on its behalf) under Clause 6.1 in respect of such account, such interest shall be paid to the account specified in such Payment Instruction within five (5) Business 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 the Payment Instruction at the rate given to the Account Bank by its associated treasury department. 6.7 At any time during the term of this Agreement the Issuer (or the PML as Administrator on its behalf) may give the Account Bank written notice substantially in the form of Schedule 5 (Form of Time Deposit Dealing Instruction) and signed by an Authorised Dealer (a "Time Deposit Dealing Instruction") of the amount (which for the avoidance of doubt may not exceed the amount standing to the credit of the relevant Account on the applicable value date) to be placed on time deposit (a "Time Deposit") with the Account Bank’s associated treasury department.department.‌