Common use of CUSTODIAN; AGENTS OF THE DEPOSITARY Clause in Contracts

CUSTODIAN; AGENTS OF THE DEPOSITARY. 16.1 The Depositary shall appoint the Custodian for the purpose of providing the Custody Services on the Effective Date. The Custodian shall be an Affiliate of the Depositary and shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. The Depositary reserves the right to replace or remove the Custodian and to appoint additional custodians upon reasonable advance notice to the Client and Exxaro, provided that any additional or replacement custodian shall deliver the confirmation set out in Section 4.10 to the Client and Exxaro prior to the effective date of such custodian’s appointment; provided, further, that the appointment of an additional or replacement custodian shall require the prior written approval of Exxaro and the Client, which consent shall not be unreasonably withheld or delayed by Exxaro or the Client. 16.2 All funds received by Depositary hereunder on behalf of Holders or the Client (“Funds”) may be held by the Depositary or one or more agents of the Depositary (which agents may be affiliates of the Depositary, including the Custodian) for the benefit of the Holders or the Client (as applicable) and deposited in one or more bank accounts to be maintained by the Depositary or the Custodian in its name, which account(s) may be unsegregated. Until paid or distributed pursuant to this Deposit Agreement, the Depositary may hold or invest the Funds through such accounts in: (a) obligations of, or guaranteed by, the United States of America; (b) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively; (c) AAA rated money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940; or (d) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Depositary, the Custodian and their respective agents shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by the Depositary or its agent(s) in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Depositary or its agent(s) may from time to time receive interest, dividends or other earnings in connection with such deposits or investments, all of which shall be solely for the account of the Depositary. Neither the Depositary, the Custodian nor any other agent of the Depositary shall be obligated to pay such interest, dividends or earnings to Client, any Holder or any other party. The Depositary and the Custodian may, directly or through one or more agents, hold Holders’ money entitlements in bank accounts, pursuant to this Section 16.2, on a pooled basis pending distribution and the relevant bank may be entitled to combine funds held in a bank account with any other account of the Depositary or the Custodian or their respective agents. 16.3 The Depositary may perform its obligations under this Deposit Agreement through any agent appointed by it and, provided the Depositary has acted in good faith in the appointment or continued use of such agent, it shall not incur any liability as a result of any act or omission to act on the part of any agent unless such liability is caused by or results from the agent’s willful misconduct, fraud or negligence in the provision of services to the Depositary.

CUSTODIAN; AGENTS OF THE DEPOSITARY. 16.1 The Depositary shall appoint the Custodian for the purpose of providing the Custody Services on the Effective Commencement Date. The Custodian shall be an Affiliate of the Depositary and shall be subject at all times and in all respects to the direction of the Depositary and shall be responsible solely to it. The Depositary reserves the right to replace or remove the Custodian and to appoint additional custodians upon reasonable advance notice to the Client and Exxarocustodians, provided provided, in each case, that any additional or replacement custodian shall deliver the confirmation set out such Custodian’s business is exclusively that of holding “relevant securities” (as defined in Section 4.10 to 69(3) of the Client Finance Act) and Exxaro prior to “Chargeable Securities” (as defined in Section 99 of the effective date Finance Act) (I) as nominee or agent for a person whose business is or includes issuing depositary receipts for the purposes of such custodian’s appointment; providedSections 67(6), further72A(2)(A), that 93(3) and 97B(2)(A) of the appointment of an additional or replacement custodian shall require the prior written approval of Exxaro and the Client, which consent shall not be unreasonably withheld or delayed by Exxaro or the ClientFinance Act. 16.2 All funds received by Depositary hereunder on behalf of Holders or the Client (“Funds”) may be held by the Depositary or one or more agents of the Depositary (which agents may be affiliates of the Depositary, including the Custodian) for the benefit of the Holders or the Client (as applicable) and deposited in one or more bank accounts to be maintained by the Depositary or the Custodian in its name, which account(s) may be unsegregated. Until paid or distributed pursuant to this Deposit Agreement, the Depositary may hold or invest the Funds through such accounts in: (a) obligations of, or guaranteed by, the United States of America; (b) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s 's Corporation (“S&P”) or Xxxxx’x Mxxxx'x Investors Service, Inc. (“Moody’s”), respectively; (c) AAA rated money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940; or (d) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Depositary, the Custodian and their respective agents shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by the Depositary or its agent(s) in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Depositary or its agent(s) may from time to time receive interest, dividends or other earnings in connection with such deposits or investments, all of which shall be solely for the account of the Depositary. Neither the Depositary, the Custodian nor any other agent of the Depositary shall be obligated to pay such interest, dividends or earnings to ClientCompany, any Holder or any other party. The Depositary and the Custodian may, directly or through one or more agents, hold Holders’ ' money entitlements in bank accounts, pursuant to this Section 16.2, on a pooled basis pending distribution and the relevant bank may be entitled to combine funds held in a bank account with any other account of the Depositary or the Custodian or their respective agents. 16.3 The Depositary may perform its obligations under this Deposit Agreement through any agent appointed by it and, provided and shall only be responsible for the performance of such agents to the extent the Depositary has acted did not act in good faith in the appointment or continued use of such agent, it shall not incur any liability as a result of any act or omission to act on the part of any agent unless such liability is caused by or results from the agent’s willful misconduct, fraud or negligence in the provision of services to the Depositarythereof.