Instructions to the Custodian. (a) The Custodian may, in its absolute discretion and without liability on its part, rely and act upon (and the Issuer and the Security Trustee shall be bound by) any written instructions (Instructions) until cancelled or superseded: (i) prior to service of a Note Acceleration Notice, by an Authorised Signatory of the Cash Manager and/or the Servicer; and (ii) following service of a Note Acceleration Notice, by the Security Trustee. Instructions shall continue in full force and effect until cancelled or superseded and the Custodian shall be entitled to rely upon the continued authority of any Authorised Signatory to give the same until the Custodian receives notice to the contrary from the Issuer or, following service of a Note Acceleration Notice, the Security Trustee. (b) Instructions shall be governed by and carried out subject to the prevailing laws, rules, operating procedures and market practice of any relevant stock exchange, Clearing System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours and on banking days when the applicable financial markets are open for business. (c) Instructions shall be delivered to the Custodian in writing, by facsimile, e-mail, SWIFT, or such other instruction as agreed between the Custodian and each such Authorised Signatory from (where relevant) an Authorised Signatory. However, the Custodian may, in its absolute discretion, rely and act upon any Instructions received and shall be indemnified by the Issuer accordingly. The Issuer shall be responsible for safeguarding any identification codes or other security devices which the Custodian shall make available to the Issuer or any Authorised Signatory for the purpose of giving Instructions. (d) Instructions shall be given in the English language. The Issuer, the Cash Manager, the Servicer and the Security Trustee authorise the Custodian in its absolute discretion to accept and act upon any Instructions received by it and any notices given to it in accordance with the provisions of this Schedule and this Agreement without enquiry. The Custodian may (without prejudice to the foregoing) seek clarification or confirmation of an Instruction from an Authorised Signatory and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it or it does not receive written Instructions. The Custodian shall not be liable for any loss arising from any delay whilst it obtains such clarification or confirmation or from exercising its right to decline to act. The Custodian need not act upon Instructions which it reasonably believes to be contrary to any law, regulation or market practice relevant to it but is under no duty to investigate whether any Instructions comply with any applicable law, regulation or market practice. Subject to obtaining the Issuer's or, as the case may be, the Security Trustee's, the Cash Manager’s or the Servicer’s prior written consent, the Custodian shall be entitled (but not bound), if it deems it possible to do so, to amend an Instruction in such a manner to comply with what the Custodian reasonably believes to be applicable law, regulation or market practice.
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Samples: Swap Collateral Bank Account Agreement, Swap Collateral Account Bank Agreement
Instructions to the Custodian. (a) The Custodian may, in its absolute discretion and without liability on its part, rely and act upon (and the Issuer and the Security Trustee shall be bound by) any written instructions (Instructions) until cancelled or superseded:
(i) prior to service of a Note Acceleration Notice, by an Authorised Signatory of the Cash Manager and/or the Servicer; and
(ii) following service of a Note Acceleration Notice, by the Security Trustee. Instructions shall continue in full force and effect until cancelled or superseded and the Custodian shall be entitled to rely upon the continued authority of any Authorised Signatory to give the same until the Custodian receives notice to the contrary from the Issuer or, following service of a Note Acceleration Notice, the Security Trustee.
(b) Instructions shall be governed by and carried out subject to the prevailing laws, rules, operating procedures and market practice of any relevant stock exchange, Clearing System or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours and on banking days when the applicable financial markets are open for business.
(c) Instructions shall be delivered to the Custodian in writing, by facsimile, e-mail, SWIFTXXXXX, or such other instruction as agreed between the Custodian and each such Authorised Signatory from (where relevant) an Authorised Signatory. However, the Custodian may, in its absolute discretion, rely and act upon any Instructions received and shall be indemnified by the Issuer accordingly. The Issuer shall be responsible for safeguarding any identification codes or other security devices which the Custodian shall make available to the Issuer or any Authorised Signatory for the purpose of giving Instructions.
(d) Instructions shall be given in the English language. The Issuer, the Cash Manager, the Servicer and the Security Trustee authorise the Custodian in its absolute discretion to accept and act upon any Instructions received by it and any notices given to it in accordance with the provisions of this Schedule and this Agreement without enquiry. The Custodian may (without prejudice to the foregoing) seek clarification or confirmation of an Instruction from an Authorised Signatory and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it or it does not receive written Instructions. The Custodian shall not be liable for any loss arising from any delay whilst it obtains such clarification or confirmation or from exercising its right to decline to act. The Custodian need not act upon Instructions which it reasonably believes to be contrary to any law, regulation or market practice relevant to it but is under no duty to investigate whether any Instructions comply with any applicable law, regulation or market practice. Subject to obtaining the Issuer's or, as the case may be, the Security Trustee's, the Cash Manager’s or the Servicer’s prior written consent, the Custodian shall be entitled (but not bound), if it deems it possible to do so, to amend an Instruction in such a manner to comply with what the Custodian reasonably believes to be applicable law, regulation or market practice.
Appears in 1 contract
Instructions to the Custodian. (a) The Custodian may, in its absolute discretion and without liability on its part, rely and act upon 3.1 On (and including) the Issuer Signing Date until (but excluding) the earlier to occur of the Acceleration Date and the Release Date, the Client hereby irrevocably instructs and authorises the Custodian to: comply with the terms of any notice or instruction received from and jointly signed by the Lender and Client relating to the Custody Account (each a “Joint Instruction”, template as set out in Annexure 3), including without limitation any instruction to transfer any part of the Custody Funds to the broker of the Client or any sellers. All such Purchased ADSs shall be deposited into the Custody Account and the Share Certificates representing all such Purchased Ordinary Shares shall be deposited with the Custodian promptly after each purchase. For the avoidance of doubt, the creation, operation and release of Security over the Ordinary Shares and/or ADSs deposited into the Custody Account and/or deposited with the Custodian shall be subject to the terms of the Share Charge, the Confirmatory Share Charge, the Additional Share Charge and the Confirmatory Additional Share Charge (as applicable).
3.2 Subject to Clause 4.3 below, the Client, the Lender and the Security Trustee Agent agree, and the Custodian acknowledges, that: on and from the Release Date, the Custodian shall comply with the terms of any instruction received from and signed by the Client relating to the Custody Account (each a “Client Instruction”) provided that all amounts which the Custodian determines to be bound by) owed to it by the Client in accordance with the Fee Letter have been settled in full.
3.3 On and from the Acceleration Date to and including the Release Date, the Client hereby irrevocably instructs and authorises the Custodian to comply with the terms of any written instructions (Instructions) until cancelled notice or superseded:
(i) prior to service of a Note Acceleration Notice, by an Authorised Signatory of the Cash Manager and/or the Servicer; and
(ii) following service of a Note Acceleration Notice, instruction received from and signed by the Security TrusteeAgent, which is directed by the Lender pursuant to the Share Charge, the Confirmatory Share Charge, the Additional Share Charge or the Confirmatory Additional Share Charge, relating to the Custody Account (each a “Security Agent Instruction”), without any further permission from the Client, including without limitation any instruction to pay or transfer all or part of the Assets to any person nominated by the Security Agent and any instruction to pay any such amounts to the Security Agent or any person the Security Agent nominates. Instructions shall continue in full force The Client is deemed to have ratified and effect until cancelled adopted each such Security Agent Instruction.
3.4 The list of officers or superseded such other persons (each an “Authorised Person”) of the Lender, the Security Agent and the Client authorised as prior to or at the Signing Date to act on their behalf in the giving of Joint Instructions, Security Agent Instructions or Client Instructions (as applicable) under this Agreement is notified to the Custodian or set out in Annexure 1. The Custodian shall be entitled to rely upon the continued authority of any an Authorised Signatory Person to give instructions and so act on behalf of the same Lender, the Security Agent or the Client (as applicable) until the Custodian receives written notice to the contrary from the Issuer or, following service of a Note Acceleration NoticeLender, the Security TrusteeAgent or the Client (as applicable) to the contrary.
3.5 Subject to Clause 3.6 below, the Custodian is hereby authorised to at any time do, or refrain from doing, any act without reference to the Lender, the Security Agent or the Client, which the Custodian may consider necessary or desirable to enable it to hold and administer the Custody Account in accordance with the terms of this Agreement.
3.6 In respect of any Joint Instruction, Security Agent Instruction or Client Instruction (bin each case made in accordance with this Agreement) Instructions relating to the disbursement of sums or securities from any Custody Account, such Joint Instruction, Security Agent Instruction or Client Instruction shall be governed received by and carried out subject the Custodian at or before 10 a.m. on the day before the payment date which is a Business Day if same day value disbursement is required.
3.7 The Custodian ordinarily will confirm instructions by telephone to the prevailing laws, rules, operating procedures and market practice of any relevant stock exchange, Clearing System number listed in Annexure 1 or market where or through which they are to be executed or carried out, and shall be acted upon only during banking hours and on banking days when the applicable financial markets are open for business.
(c) Instructions shall be delivered otherwise notified to the Custodian in writing, accordance with Clause 3.4 above.
3.8 Except as otherwise agreed by facsimile, e-mail, SWIFT, or such other instruction as agreed between the Custodian and each such Authorised Signatory from (where relevant) an Authorised Signatory. HoweverCustodian, the Custodian mayshall not be required to take any actions to comply with any Joint Instructions, Client Instructions or Security Agent Instructions or to take any other action hereunder if there are insufficient monies and /or ADSs standing in its absolute discretionthe Custody Account to cover the costs of such action in the event that payment is to be made on behalf of the Client.
3.9 If any Joint Instructions, rely and act upon any Client Instructions received and shall be indemnified by the Issuer accordingly. The Issuer shall be responsible for safeguarding any identification codes or other security devices which Security Agent Instructions are illegible, unclear and/or ambiguous, the Custodian shall make available refuse to execute such instructions until any ambiguity or conflict has been resolved to its satisfaction.
3.10 The Custodian may refuse to execute any Joint Instructions, Client Instructions or Security Agent Instructions if in the Custodian’s opinion they are outside the scope of its duties under this Agreement or are contrary to any applicable law, rule or other regulatory requirement.
3.11 The Custodian may at any time do, or refrain from doing, any act without reference to the Issuer Client or any Authorised Signatory for the purpose of giving Instructions.
(d) Instructions shall be given Authorized Person listed in the English language. The Issuer, the Cash Manager, the Servicer and the Security Trustee authorise Annexure 1 or notified to the Custodian in its absolute accordance with Clause 3.4 above) if in the Custodian’s reasonable discretion it is considered necessary to accept and act upon any do so. In the event that no suitable or timely Instructions have been received by the Custodian, then the Custodian shall be authorized to take such action as it and any notices given to it considers appropriate in accordance with the provisions of this Schedule and this Agreement without enquiry. The Custodian may (without prejudice to the foregoing) seek clarification or confirmation of an Instruction from an Authorised Signatory and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it or it does not receive written Instructions. circumstances.
3.12 The Custodian shall not be liable for any loss arising from any delay whilst it obtains such clarification or confirmation or from exercising consequence of its right to decline to act. The Custodian need not act reliance upon Instructions which it reasonably believes to be contrary to any law, regulation or market practice relevant to it but is under no duty to investigate whether any Instructions comply with any applicable law, regulation or market practice. Subject to obtaining the Issuer's or, as the case may be, the Security Trustee's, the Cash Manager’s requests or the Servicer’s prior written consent, representations or documents that the Custodian shall be entitled (but not bound), if it deems it possible to do so, to amend an Instruction in such a manner to comply with what the Custodian reasonably believes to be applicable law, regulation or market practiceconsiders genuine.
Appears in 1 contract
Samples: Supplemental Custodian, Share Charge and Additional Share Charge Deed (Zhu Zhengdong)