Common use of OPERATING/RELEASE PROCEDURE Clause in Contracts

OPERATING/RELEASE PROCEDURE. 6.1 The Custodian shall only release the Shares or any portion thereof to any party (including the Company) at the direction of the Agent in accordance with an Agent Transfer Instruction provided that at any time after the Custodian has received notice from the Agent that the Secured Obligations have been discharged and paid in full, the Custodian may release the Shares or any portion thereof to any party at the direction of the Company in accordance with a Company Transfer Instruction. 6.2 Each Transfer Instruction shall be signed by an Authorised Representative of the Agent and / or the Company, as the case may be. 6.3 The Agent shall inform the Custodian upon the Secured Obligations being discharged and paid in full. 6.4 The Company acknowledges that it is responsible for submitting, or arranging for the submission of each Company Transfer Instruction to the Agent at the same time as it submits such Company Transfer Instruction to the Custodian. 6.5 The Agent shall use its reasonable endeavours to review each Company Transfer Instruction received by it in accordance with Clause 6.1 within 24 hours of receipt and following such review shall either (a) countersign the Company Transfer Instruction and transmit the same to the Custodian or (b) notify the Custodian and the Company that it will not be counter-signing the Company Transfer Instruction. 6.6 All Transfer Instructions shall be received by the Custodian at least by 12 noon (London time) 1 clear Business Day before the date on which the transfer is to be made. 6.7 The Custody Account will be in the name of the Company or such other name as the Company may reasonably designate and will indicate that Shares do not belong to the Custodian and are segregated from the Custodian's assets. The Custodian is not acting under this Agreement as an investment manager, trustee or custodian, nor as an investment, legal or tax adviser to the Company, and the Custodian's duty in respect of the Shares is solely to safekeep the Shares in accordance with the terms of this Agreement and the Custodian Accounts Charge. 6.8 The Custodian may from time to time deposit the Shares with an agent or depository or make such other arrangements for the safekeeping of the Shares as it may consider appropriate. If the Custodian selects and uses such agent or depository it will comply with the Rules, but will be responsible only for negligence in selection (where there exists a choice in selection) and not for performance (save that it will be responsible for the negligence, wilful default and fraud (but not otherwise) of its own branches, subsidiaries or nominee companies).

OPERATING/RELEASE PROCEDURE. 6.1 The Custodian shall only release the Secured Shares or any portion thereof to any party (including the Company) ): 6.1.1 at the direction of the Agent in accordance with an Agent Transfer Instruction; 6.1.2 in accordance with a duly completed Notice of Transfer; 6.1.3 in accordance with a Company Transfer Instruction provided that at any time after the Custodian has received notice from the Agent that the Secured Obligations have been discharged and paid in full, the Custodian may release the Shares or any portion thereof to any party at the direction of the Company ; or 6.1.4 in accordance with a Company Transfer Instructionthe Dematerialisation Process. 6.2 Each Transfer Instruction shall be signed by an Authorised Representative of the Agent and / or the Company, as the case may be. 6.3 The Agent shall inform the Custodian upon the Secured Obligations being discharged and paid in full. 6.4 The Company acknowledges that it is responsible for submitting, or arranging for the submission of each Company Transfer Instruction to the Agent at the same time as it submits such Company Transfer Instruction to the Custodian. 6.5 The Agent shall use its reasonable endeavours to review each Company Transfer Instruction received by it in accordance with Clause 6.1 within 24 hours of receipt and following such review shall either (a) countersign the Company Transfer Instruction and transmit the same to the Custodian or (b) notify the Custodian and the Company that it will not be counter-signing the Company Transfer Instruction. 6.6 All Transfer Instructions shall be received by the Custodian at least by 12 noon (London time) 1 clear Business Day before the date on which the transfer is to be made. 6.7 The Custody Custodian Account will be in the name of the Company or such other name as the Company may reasonably designate and will indicate that Secured Shares do not belong to the Custodian and are segregated from the Custodian's assets. The Custodian is not acting under this Agreement as an investment manager, trustee or custodian, nor as an investment, legal or tax adviser to the Company, and the Custodian's duty in respect of the Secured Shares is solely to safekeep the Secured Shares in accordance with the terms of this Agreement and the Custodian Accounts Charge. 6.8 The Custodian may from time to time deposit the Secured Shares with an agent or depository or make such other arrangements for the safekeeping of the Secured Shares as it may consider appropriate. If the Custodian selects and uses such agent or depository it will comply with the Rules, but will be responsible only for negligence in selection (where there exists a choice in selection) and not for performance (save that it will be responsible for the negligence, wilful default and fraud (but not otherwise) of its own branches, subsidiaries or nominee companies).