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.