Common use of Deposit of Assets Clause in Contracts

Deposit of Assets. (a) The Companies shall initially furnish, transfer and credit or deposit, or cause to be furnished, transferred and credited or deposited, with the Custodian all Assets owned by the Companies for which the Companies wish the Custodian to have custody, as contemplated by this Agreement, provided that the Custodian shall have the right, in its reasonable discretion, to refuse, upon providing written notice to the Companies, to accept any Securities or other property that are not in proper form for credit or deposit or recordkeeping, or for any other reason. Such transfer and credit or deposit shall be evidenced by Appropriate Instructions to receive such Assets. The Companies may cause additional Assets, including dividends or interest collected on Assets, as the same are acquired from time to time by the Companies, to be delivered to the Custodian pursuant to the terms hereof. The Companies may cause to be credited or deposited with the Custodian from time to time (i) the net proceeds of Assets sold, and (ii) Assets consisting of cash as may be acquired by the Companies. (b) The Custodian shall not be responsible for any Assets not furnished or delivered to Custodian as set forth herein and accepted by the Custodian as hereinafter provided. The Custodian shall have no obligation to accept or hold any security or other asset pursuant to the terms of this agreement to the extent it reasonably determines that such security or asset does not fall within the definition of “Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. (i) A Security other than an Uncertificated Security shall be deemed to be “delivered” to the Custodian when the Companies deliver such Security in the following manner: (a) if such Security is a Certificated Security or an instrument (other than a Security held in a Securities Depository), then in physical certificated form in the name of the Companies or its nominee, (b) if such Security is held in a Securities Depository, then delivery of confirmation that such Security is held in the Securities Depository or (c) in such other good delivery form that may be agreed to by the Custodian from time to time. (ii) A Security that is an Uncertificated Security or that is otherwise not evidenced by a “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC respectively, will be deemed to be “delivered” to the Custodian when a Company furnishes or cause to be furnished to the Custodian the Investment Documents. The Custodian’s sole duties with respect to such Uncertificated Securities shall be limited to the Recordkeeping Duties and Document Custody Duties. Nothing herein shall require the Custodian to credit to the Securities Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) any Uncertificated Security or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. (iii) On or prior to the date of delivery of any Investment Document to the Custodian with respect to any Uncertificated Security or Contract Rights owned by the Company, the Company shall deliver to the Custodian a checklist (the “Document Checklist”) which shall list each of the Documents being delivered to the Custodian and such other information as the Custodian may reasonably request from time to time. The Custodian shall take and retain custody of the Investment Documents delivered in accordance with the terms and conditions of this Agreement. Within five (5) Business Days of its receipt of any Investment Documents and the Document Checklist, the Custodian shall review the Investment Documents delivered to it and confirm in writing that all Documents required to be delivered pursuant to the Document Checklist have been delivered and are in the possession of the Custodian. In the event any of the Investment Documents identified on the Document Checklist are not delivered to the Custodian, the Custodian shall notify the Company. In order to facilitate the foregoing review by the Custodian, in connection with each delivery of Investment Documents hereunder to the Custodian, the Company shall provide to the Custodian an electronic file (in EXCEL or a comparable format acceptable to the Custodian) of the related Document Checklist that contains a list of all required Documents. For the avoidance of doubt, other than the foregoing, the Custodian shall not have any responsibility for reviewing any Investment Documents. (iv) The Custodian may assume the genuineness of any Investment Document it may receive and the genuineness and due authority of any signatures appearing thereon, and the Custodian shall be entitled to assume that each such Investment Document it may receive is what it purports to be. (v) If an original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively, is or shall be or becomes available with respect to any Uncertificated Security for which Investment Documents have been furnished to the Custodian under this Agreement, it shall be the sole responsibility of the Company to make or cause delivery thereof to the Custodian, and the Custodian shall not be under any obligation at any time to determine whether any such original security or instrument has been or is required to be issued or made available in respect of any Security or to compel or cause delivery thereof to the Custodian.

Deposit of Assets. The Trust hereby authorizes the Custodian to deposit assets of the Funds as follows: (a) The Companies shall initially furnish, transfer With another bank licensed and credit or deposit, or cause to be furnished, transferred and credited or deposited, with the Custodian all Assets owned regularly examined by the Companies for which the Companies wish the Custodian to have custody, as contemplated by this Agreement, provided that the Custodian shall have the right, in its reasonable discretion, to refuse, upon providing written notice to the Companies, to accept United States or any Securities or other property that are not in proper form for credit or deposit or recordkeeping, or for any other reason. Such transfer and credit or deposit shall be evidenced by Appropriate Instructions to receive such Assets. The Companies may cause additional Assets, including dividends or interest collected on Assets, state thereof as the same are acquired from time to time Trust shall permit by the Companies, to be delivered to the Custodian pursuant to the terms hereof. The Companies may cause to be credited Written or deposited with the Custodian from time to time (i) the net proceeds of Assets sold, and (ii) Assets consisting of cash as may be acquired by the CompaniesOral Instructions. (b) The In the Custodian or Sub-Custodian's account(s) with any Securities Depository as the Trust shall not be responsible permit by Written or Oral Instruction. (c) Book-Entry Securities belonging to a Fund in a Book-Entry Account maintained for the Custodian. So long as any Assets not furnished deposit referred to in (b) or delivered to (c) above is maintained for a Fund, the Custodian as set forth herein and accepted shall: (i) deposit the Securities in an account that includes only assets held by the Custodian as hereinafter provided. The Custodian shall have no obligation for customers; (ii) send the Trust a confirmation (i.e., an advice of notice of transaction) of any transfers of the Trust or a Fund to accept or hold any security or other asset pursuant from the account; (iii) with respect to Securities of a Fund transferred to the terms of this agreement account, identify as belonging to the extent it reasonably determines that such security or asset does not fall within the definition Fund a quantity of “Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. (i) A Security other than an Uncertificated Security shall be deemed to be “delivered” to the Custodian when the Companies deliver such Security in the following manner: (a) if such Security is a Certificated Security or an instrument (other than a Security held securities in a Securities Depository), then in physical certificated form fungible bulk of securities that are registered in the name of the Companies Custodian or its nominee, (b) if such Security is held in or credited to the Custodian's account on the books of a Securities Depository, then delivery of confirmation that such Security is held in the Securities Depository or the Custodian's agent; (civ) in promptly send to the Trust all reports it receives from the appropriate Federal Reserve Bank or Securities Depository on its respective system of internal accounting control; and (v) send to the Trust such other good delivery form that may be agreed to by the Custodian from time to time. (ii) A Security that is an Uncertificated Security or that is otherwise not evidenced by a “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) reports of the UCC respectively, will be deemed to be “delivered” to the Custodian when a Company furnishes or cause to be furnished to the Custodian the Investment Documents. The Custodian’s sole duties with respect to such Uncertificated Securities shall be limited to the Recordkeeping Duties and Document Custody Duties. Nothing herein shall require the Custodian to credit to the Securities Account or to treat as a financial asset (within the meaning systems of Section 8-102(a)(9) internal accounting control of the UCC) any Uncertificated Security or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. (iii) On or prior to the date of delivery of any Investment Document to the Custodian with respect to any Uncertificated Security or Contract Rights owned by the Company, the Company shall deliver to the Custodian a checklist (the “Document Checklist”) which shall list each of the Documents being delivered to the Custodian and such other information its agents through which Securities are deposited as are available and as the Custodian Trust may reasonably request from time to time. The Custodian shall take and retain custody of Anything to the Investment Documents delivered contrary in accordance with the terms and conditions of this Agreement. Within five (5) Business Days of its receipt of any Investment Documents and the Document ChecklistAgreement notwithstanding, the Custodian shall review the Investment Documents delivered to it and confirm in writing that all Documents required to be delivered pursuant liable to the Document Checklist have been delivered and are in Trust (for the possession account of each Fund) for any loss or damage to the applicable Fund(s) resulting from the negligence (including failure to act), fault or willful misconduct of the Custodian, its agents or employees in selecting or using a Securities Depository or Book-Entry Account. In the event any of the Investment Documents identified on the Document Checklist are not delivered to the Custodian, the Custodian shall notify the Company. In order to facilitate the foregoing review by the Custodian, in connection with each delivery of Investment Documents hereunder to the Custodian, the Company shall provide to the Custodian an electronic file (in EXCEL or a comparable format acceptable to the Custodian) of the related Document Checklist that contains a list of all required Documents. For the avoidance of doubt, other than the foregoing, the The Custodian shall not have waive any responsibility for reviewing any Investment Documents. (iv) The Custodian may assume the genuineness of any Investment Document rights it may receive and have against a Securities Depository or Federal Reserve Bank. The Trust on behalf of the genuineness and due authority affected Fund may elect to be subrogated to the rights of any signatures appearing thereon, and the Custodian shall be entitled to assume that each such Investment Document it may receive is what it purports to be. (v) If an original “security” against the Securities Depository or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively, is Federal Reserve Bank or shall be or becomes available any other person with respect to any Uncertificated Security for which Investment Documents claim that the Custodian may have been furnished as a consequence of any such loss or damage, if and to the Custodian under this Agreement, it shall be extent that the sole responsibility of Trust or the Company to make or cause delivery thereof to the Custodian, and the Custodian shall affected Fund has not be under any obligation at any time to determine whether been made whole for any such original security loss or instrument has been or is required to be issued or made available in respect of any Security or to compel or cause delivery thereof to the Custodiandamage.

Deposit of Assets. (a) The Companies shall initially furnish, transfer This Trust Agreement has been established for the sole use and credit or deposit, or cause to be furnished, transferred and credited or deposited, with benefit of the Custodian all Assets owned by the Companies for which the Companies wish the Custodian to have custody, as contemplated by this Agreement, provided that the Custodian shall have the right, in its reasonable discretion, to refuse, upon providing written notice to the Companies, to accept any Securities or other property that are not in proper form for credit or deposit or recordkeeping, or for any other reason. Such transfer and credit or deposit shall be evidenced by Appropriate Instructions to receive such Assets. The Companies may cause additional Assets, including dividends or interest collected on Assets, as the same are acquired from time to time by the Companies, to be delivered to the Custodian pursuant to the terms hereof. The Companies may cause to be credited or deposited with the Custodian from time to time (i) the net proceeds of Assets sold, and (ii) Assets consisting of cash as may be acquired by the CompaniesBeneficiary. (b) There is hereby created and established by the Grantor with the Trustee a trust account (the “Trust Account”) into which all assets to be deposited hereunder (the “Assets”) shall be received and held by the Trustee. (c) Upon execution of this Trust Agreement, the Grantor shall transfer to the Trustee, for deposit in the Trust Account, the Assets listed on Exhibit A hereto, and may transfer to the Trustee, for deposit to the Trust Account, such other Assets as it may from time to time desire or be required. The Custodian Trustee shall not be responsible for any Assets not furnished to monitor, collect or delivered to Custodian as set forth herein and accepted by the Custodian as hereinafter provided. The Custodian shall have no obligation to accept or hold any security or other asset pursuant enforce collection of contributions to the terms of this agreement to the extent it reasonably determines that such security or asset does not fall within the definition of “Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the CustodianAccount. (id) A Security other than an Uncertificated Security The Beneficiary shall be deemed permitted from time to be “delivered” time to deliver Assets to the Custodian when Trustee for deposit into the Companies deliver Trust Account as permitted by Section 7.03(b)(ii) of the Reinsurance Agreement. All Assets delivered by the Beneficiary for deposit into the Trust Account shall be considered deposited on behalf of the Grantor and the Grantor shall be considered the grantor of such Security Assets for all purposes of this Agreement. (e) All Assets deposited with the Trustee shall be held in the following manner: (a) if such Security is a Certificated Security or an instrument (other than a Security held Trust Account by the Trustee in a Securities Depository)safe place at the Trustee’s offices in The United States of America, then including in physical certificated form any book-entry accounts maintained by the Trustee with any Federal Reserve Bank or with any nationally recognized securities depository such as the Depository Trust Company or the Participants Trust Company. Assets may be held in the name of a nominee maintained by the Companies or its nominee, Trustee. (bf) if such Security is held Upon receipt of any Assets that the Trustee holds in a Securities Depositorydepository account (i.e., then delivery DTC, Federal Reserve System, Euroclear), the Trustee shall determine that the Assets are in such form that the Beneficiary or the Trustee, upon written direction of confirmation the Beneficiary may, whenever necessary, negotiate any such Assets, without consent or signature from the Grantor or any other person or entity other than Trustee’s agent. The Grantor covenants and agrees that prior to depositing any Assets with the Trustee, it will have executed assignments, endorsements in blank, or transferred legal title to the Trustee of all shares, obligations or any other Assets requiring assignments, in order that the Beneficiary, or the Trustee upon the written direction of the Beneficiary may whenever necessary negotiate any such Security is Assets without consent or signature from the Grantor or any other entity. (g) The Trustee shall furnish to the Grantor and the Beneficiary a statement of all Assets held in the Securities Depository or (c) in such other good delivery form that may be agreed to by the Custodian from time to time. (ii) A Security that is an Uncertificated Security or that is otherwise not evidenced by a “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC respectively, will be deemed to be “delivered” to the Custodian when a Company furnishes or cause to be furnished to the Custodian the Investment Documents. The Custodian’s sole duties with respect to such Uncertificated Securities shall be limited to the Recordkeeping Duties and Document Custody Duties. Nothing herein shall require the Custodian to credit to the Securities Trust Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) any Uncertificated Security or other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof. (iii) On or prior to the date of delivery of any Investment Document to the Custodian with respect to any Uncertificated Security or Contract Rights owned by the Company, the Company shall deliver to the Custodian a checklist (the “Document Checklist”) which shall list each of the Documents being delivered to the Custodian and such other information as the Custodian may reasonably request from time to time. The Custodian shall take and retain custody of the Investment Documents delivered in accordance with the terms and conditions upon inception of this Agreement. Within five (5) Business Days of its receipt of any Investment Documents Trust Agreement and the Document Checklist, the Custodian shall review the Investment Documents delivered to it and confirm in writing that all Documents required to be delivered pursuant to the Document Checklist have been delivered and are in the possession of the Custodian. In the event any of the Investment Documents identified on the Document Checklist are not delivered to the Custodian, the Custodian shall notify the Company. In order to facilitate the foregoing review by the Custodian, in connection with each delivery of Investment Documents hereunder to the Custodian, the Company shall provide to the Custodian an electronic file (in EXCEL or a comparable format acceptable to the Custodian) of the related Document Checklist that contains a list of all required Documents. For the avoidance of doubt, other at intervals no less frequent than the foregoing, the Custodian shall not have any responsibility for reviewing any Investment Documentsend of each calendar quarter thereafter. (iv) The Custodian may assume the genuineness of any Investment Document it may receive and the genuineness and due authority of any signatures appearing thereon, and the Custodian shall be entitled to assume that each such Investment Document it may receive is what it purports to be. (v) If an original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively, is or shall be or becomes available with respect to any Uncertificated Security for which Investment Documents have been furnished to the Custodian under this Agreement, it shall be the sole responsibility of the Company to make or cause delivery thereof to the Custodian, and the Custodian shall not be under any obligation at any time to determine whether any such original security or instrument has been or is required to be issued or made available in respect of any Security or to compel or cause delivery thereof to the Custodian.