Common use of The Deposit Clause in Contracts

The Deposit. 1.1 Time deposits may be made by the Agent on behalf of its Customers (the “Deposits”) to the Third Party Deposit Provider on any day on which banks are open for business in the city of London, in the jurisdiction of the Third Party Deposit Provider and in the financial centre of the currency of the relevant Deposit (a “Business Day”). For each time deposit placed with the Third Party Deposit Provider, there shall be one or more documents (electronic or otherwise) which confirm the specific terms of a Deposit (which shall contain no less detail than the form of confirmation set out in Schedule 1 or such other form as the parties may agree from time to time) (the “Confirmation”) to be placed by the Agent (in the name and on behalf of the relevant Customer). The decision to accept any Deposit shall be at the sole discretion of the Third Party Deposit Provider. 1.2 The term of each Deposit will be as specified in the relevant Confirmation. Such Confirmation will be sent to the Agent on the Business Day on which the trade is agreed 1.3 The Third Party Deposit Provider hereby agrees that it shall credit any Deposit received from the Agent (on behalf of the relevant Customer) in accordance with the terms and conditions set out in the relevant Confirmation for that Customer. 1.4 The Third Party Deposit Provider hereby agrees and acknowledges that the Agent (acting in the name and on behalf of the relevant Customer) will have the exclusive capacity to provide instructions regarding each Deposit on behalf of each Customer. The Agent agrees and confirms that the Third Party Deposit Provider may, and the Third Party Deposit Provider agrees and confirms that it will, unless otherwise notified by the Agent or the Customer (in the event that the appointment of the Agent has been terminated), act in accordance with instructions given by the Agent on behalf of the Customer in the administration and operation of the Deposit under this Agreement, such instructions to be given by personnel of the Agent notified to the Third Party Deposit Provider by the Agent in writing from time to time as being authorised so to act. Further, the Agent acknowledges that the Customer has acknowledged and agreed that it shall hold the Third Party Deposit Provider harmless from any and all actions, proceedings, claims, liabilities, losses or damages incurred by the Customer or any third party for acting upon the Agent’s instructions and shall not be entitled to proceed directly or indirectly against the Third Party Deposit Provider for acting upon the Agent’s instructions. In the event of a conflict between the instructions given to the Third Party Deposit Provider by the Agent and the instructions given to the Third Party Deposit Provider by the Customer (in the event that the appointment of the Agent has been terminated), instructions of the Customer shall prevail and the Agent will have no liability for any losses as a result of such instructions from the Customer. 1.5 Unless otherwise agreed by the Agent, and provided that the Third Party Deposit Provider, acting reasonably, is satisfied that the acceptance of a Deposit will not contravene any applicable law or regulation (and, in which event, it will promptly notify the Agent of its position and the reasons why), all Deposits placed by the Agent in accordance with Clause 1.1 will be accepted by the Third Party Deposit Provider for value on the date received in cleared funds, provided that the terms of such Deposit are agreed with the Third Party Deposit Provider by their applicable currency cut-off time on such date. If such Deposits are not received or terms not agreed by such applicable cut-off times, such Deposits shall be for value on the next Business Day following receipt in cleared funds. Third Party Deposit Provider cut-off times are as follows GB Pounds Sterling 2:30 pm London time, EURO 2:30 pm London time, US Dollars 4:00 pm London time, as the same may be amended from time to time by written notice from the Third Party Deposit Provider to the Agent. 1.6 The Agent represents and warrants that it is acting (i) for and on behalf of each Customer pursuant to all relevant authorizations of each Customer and (ii) in compliance with the terms of its appointment and with all laws applicable to it. 1.7 The Third Party Deposit Provider hereby agrees that it shall not communicate directly with any Customer introduced as a result of this agreement and that all communication in relation to the Deposits or otherwise shall in the first instance be directed to the Agent. Further, the Third Party Deposit Provider agrees that whilst this agreement remains in effect and for a period of twelve months following the date on which this Agreement is terminated, it will undertake no marketing of any deposit-taking, investment and/or custody products and services from their Wholesale Markets, London office to any Customers introduced as a result of this Agreement.

The Deposit. 1.1 Time deposits may be made by the Agent on behalf of its Customers (the “Deposits”) to the Third Party Deposit Provider on any day on which banks are open for business in the city of London, in the jurisdiction of the Third Party Deposit Provider and in the financial centre of the currency of the relevant Deposit (a “Business Day”). For each time deposit placed with the Third Party Deposit Provider, there shall be one or more documents (electronic or otherwise) which confirm the specific terms of a Deposit (which shall contain no less detail than the form of confirmation set out in Schedule 1 or such other form as the parties may agree from time to time) (the “Confirmation”) to be placed by the Agent (in the name and on behalf of the relevant Customer). The decision to accept any Deposit shall be at the sole discretion of the Third Party Deposit Provider. 1.2 The term of each Deposit will be as specified in the relevant Confirmation. Such Confirmation will be sent to the Agent on the Business Day on which the trade is agreed. 1.3 The Third Party Deposit Provider hereby agrees that it shall credit any Deposit received from the Agent (on behalf of the relevant Customer) in accordance with the terms and conditions set out in the relevant Confirmation for that Customer. 1.4 The Third Party Deposit Provider hereby agrees and acknowledges that the Agent (acting in the name and on behalf of the relevant Customer) will have the exclusive capacity to provide instructions regarding each Deposit on behalf of each Customer. The Agent agrees and confirms that the Third Party Deposit Provider may, and the Third Party Deposit Provider agrees and confirms that it will, unless otherwise notified by the Agent or the Customer (in the event that the appointment of the Agent has been terminated), act in accordance with instructions given by the Agent on behalf of the Customer in the administration and operation of the Deposit under this Agreement, such instructions to be given by personnel of the Agent notified to the Third Party Deposit Provider by the Agent in writing from time to time as being authorised so to act. Further, the Agent acknowledges that the Customer has acknowledged and agreed that it shall hold the Third Party Deposit Provider harmless from any and all actions, proceedings, claims, liabilities, losses or damages incurred by the Customer or any third party for acting upon the Agent’s instructions and shall not be entitled to proceed directly or indirectly against the Third Party Deposit Provider for acting upon the Agent’s instructions. In the event of a conflict between the instructions given to the Third Party Deposit Provider by the Agent and the instructions given to the Third Party Deposit Provider by the Customer (in the event that the appointment of the Agent has been terminated), instructions of the Customer shall prevail and the Agent will have no liability for any losses as a result of such instructions from the Customer. 1.5 Unless otherwise agreed by the Agent, and provided that the Third Party Deposit Provider, acting reasonably, is satisfied that the acceptance of a Deposit will not contravene any applicable law or regulation (and, in which event, it will promptly notify the Agent of its position and the reasons why), all Deposits placed by the Agent in accordance with Clause 1.1 will be accepted by the Third Party Deposit Provider for value on the date received in cleared funds, provided that the terms of such Deposit are agreed with the Third Party Deposit Provider by their applicable currency cut-off time on such date. If such Deposits are not received or terms not agreed by such applicable cut-off times, such Deposits shall be for value on the next Business Day following receipt in cleared funds. Third Party Deposit Provider cut-off times are as follows GB Pounds Sterling 2:30 pm London time, EURO 2:30 pm London time, US Dollars 4:00 pm London time, as the same may be amended from time to time by written notice from the Third Party Deposit Provider to the Agent. 1.6 The Agent represents and warrants that it is acting (i) for and on behalf of each Customer pursuant to all relevant authorizations of each Customer and (ii) in compliance with the terms of its appointment and with all laws applicable to it. 1.7 The Third Party Deposit Provider hereby agrees that it shall not communicate directly with any Customer introduced as a result of this agreement and that all communication in relation to the Deposits or otherwise shall in the first instance be directed to the Agent. Further, the Third Party Deposit Provider agrees that whilst this agreement remains in effect and for a period of twelve months following the date on which this Agreement is terminated, it will undertake no marketing of any deposit-taking, investment and/or custody products and services from their Wholesale Markets, London office to any Customers introduced as a result of this Agreement.

The Deposit. 1.1 Time deposits may be made (a) Promptly upon the due execution of this Agreement by Buyer and Seller, Buyer shall pay to Seller the Agent on behalf sum of its Customers $1,800,000 of immediately available funds by wire transfer to an interest bearing account designated by Seller (the “Deposits”) to the Third Party Deposit Provider on any day on which banks are open for business in the city of London, in the jurisdiction of the Third Party Deposit Provider and in the financial centre of the currency of the relevant Deposit (a “Business DayDeposit”). For each time deposit placed with If Closing occurs, the Third Party Deposit Provider, there and all interest accrued shall be one or more documents (electronic or otherwise) which confirm applied to reduce the specific terms of a Purchase Price. If Closing does not occur, the Deposit (which shall contain no less detail than the form of confirmation set out in Schedule 1 or such other form as the parties may agree from time to time) (the “Confirmation”) to be placed by the Agent (in the name and on behalf of the relevant Customer). The decision to accept any Deposit all interest accrued shall be at the sole discretion applied as provided in Section 2.3(d) of the Third Party Deposit Providerthis Agreement. 1.2 The term of each Deposit will be as specified in the relevant Confirmation. Such Confirmation will be sent to the Agent on the Business Day on which the trade is agreed 1.3 The Third Party Deposit Provider (b) Seller hereby agrees that it shall credit any hold, invest and disburse the Deposit received from the Agent (on behalf of the relevant Customer) only in accordance with the terms and conditions set out of this Agreement. The account designated by Seller for the Deposit in Section 2.3(a) above shall be an interest bearing account held by KeyBank. Seller hereby agrees that the Deposit shall be held at all times until disbursement in the relevant Confirmation for account designated by Seller in Section 2.3(a) above, and that Customer. 1.4 The Third Party Seller shall at no time commingle any of its funds with the Deposit Provider hereby agrees and acknowledges that the Agent (acting in the name and on behalf or withdraw all or any portion of the relevant Customer) Deposit except as provided under the terms and conditions of this Agreement. Any and all accrued interest or gains shall be deemed to be part of Deposit and will have be paid to the exclusive capacity to provide instructions regarding each party receiving the Deposit on behalf of each Customer. The Agent agrees as and confirms when distribution is made therefrom, the parties specifically acknowledging that the Third Party Deposit Provider may, and the Third Party Deposit Provider agrees and confirms that it will, unless otherwise notified by the Agent or the Customer (in the event that the appointment Closing of the Agent has been terminated)transactions contemplated by this Agreements occurs, act in accordance any such accrued interest shall be applied with instructions given by the Agent on behalf Deposit as a credit toward payment of the Customer in the administration and operation Purchase Price by Buyer. Seller hereby agrees to provide Buyer with written notification of its intention to withdraw all or any portion of the Deposit under this Agreementat least five (5) Business Days before any such withdrawal, such instructions unless withdrawal occurs after Closing. (c) At all times prior to be given the Closing, the Deposit shall, without any notice, demand, presentment or protest of any kind (each of which is waived by personnel Seller), automatically and immediately become due and payable to Buyer upon the occurrence of any one or more of the Agent notified following events: (i) Seller is adjudicated as bankrupt, (ii) Seller commences any bankruptcy or insolvency proceeding under the federal bankruptcy code or otherwise which is not rescinded within sixty (60) days, (iii) the making by Seller of a general assignment for the benefit of creditors, or (iv) the appointment of a receiver or trustee in bankruptcy of Seller or for any of Seller’s assets which is not rescinded within sixty (60) days. Seller agrees to immediately return the Third Party Deposit Provider by the Agent in writing from time to time as being authorised so to act. Further, the Agent acknowledges that the Customer has acknowledged and agreed that it shall hold the Third Party Deposit Provider harmless from any and all actions, proceedings, claims, liabilities, losses or damages incurred by the Customer or any third party for acting Buyer upon the Agent’s instructions and shall not be entitled to proceed directly or indirectly against occurrence of any of the Third Party Deposit Provider for acting upon events specified in the Agent’s instructions. preceding sentence. (d) In the event of a conflict between that (i) the instructions given parties terminate this Agreement pursuant to Section 9.1(a), (ii) Buyer or Seller terminate this Agreement pursuant to Sections 9.1(d), 9.1(e)or Section 9.1(f) or (iii) Buyer terminates this Agreement pursuant to Section 9.1(c), Seller shall promptly return to Buyer the Third Party Deposit Provider by the Agent and the instructions given to the Third Party Deposit Provider by the Customer Deposit. (in e) In the event that the appointment of the Agent has been terminatedSeller terminates this Agreement pursuant to Section 9.1(b), instructions Seller shall retain the Deposit as liquidated damages in lieu of the Customer shall prevail all claims and the Agent will causes of action it might otherwise have no liability for any losses as a result of such instructions from the Customeror claim. 1.5 Unless otherwise agreed by the Agent, and provided that the Third Party Deposit Provider, acting reasonably, is satisfied that the acceptance of a Deposit will not contravene any applicable law or regulation (and, in which event, it will promptly notify the Agent of its position and the reasons why), all Deposits placed by the Agent in accordance with Clause 1.1 will be accepted by the Third Party Deposit Provider for value on the date received in cleared funds, provided that the terms of such Deposit are agreed with the Third Party Deposit Provider by their applicable currency cut-off time on such date. f) If such Deposits are not received or terms not agreed by such applicable cut-off times, such Deposits shall be for value on the next Business Day following receipt in cleared funds. Third Party Deposit Provider cut-off times are as follows GB Pounds Sterling 2:30 pm London time, EURO 2:30 pm London time, US Dollars 4:00 pm London time, as the same may be amended from time to time by written notice from the Third Party Deposit Provider to the Agent. 1.6 The Agent represents and warrants that it is acting (i) for and on behalf Buyer is not in material breach of each Customer pursuant to all relevant authorizations any of each Customer its representations, warranties, covenants or other agreements in this Agreement and (ii) Buyer is ready, willing and able to complete the Closing as described herein on the Closing Date, but Seller nonetheless refuses to complete the Closing, then Buyer may elect to terminate this Agreement and Seller will pay Buyer $1,000,000 (in compliance with the terms of its appointment and with all laws applicable to it. 1.7 The Third Party Deposit Provider hereby agrees that it shall not communicate directly with any Customer introduced as a result of this agreement and that all communication in relation addition to the Deposits return of the Deposit) as liquidated damages in lieu of all claims and causes of action it might otherwise have or otherwise shall in the first instance be directed to the Agent. Further, the Third Party Deposit Provider agrees that whilst this agreement remains in effect and for a period of twelve months following the date on which this Agreement is terminated, it will undertake no marketing of any deposit-taking, investment and/or custody products and services from their Wholesale Markets, London office to any Customers introduced as a result of this Agreementclaim.

The Deposit. ‌ 1.1 Time deposits may be made by the Agent on behalf of its Customers (the “Deposits”) to the Third Party Deposit Provider on any day on which banks are open for business in the city of London, in the jurisdiction of the Third Party Deposit Provider and in the financial centre of the currency of the relevant Deposit (a “Business Day”). For each time deposit placed with the Third Party Deposit Provider, there shall be one or more documents (electronic or otherwise) which confirm the specific terms of a Deposit (which shall contain no less detail than the form of confirmation set out in Schedule 1 or such other form as the parties may may‌ agree from time to time) (the “Confirmation”) to be placed by the Agent (in the name and on behalf of the relevant Customer). The decision to accept any Deposit shall be at the sole discretion of the Third Party Deposit Provider. 1.2 The term of each Deposit will be as specified in the relevant Confirmation. Such Confirmation will be sent to the Agent on the Business Day on which the trade is agreedagreed‌ 1.3 The Third Party Deposit Provider hereby agrees that it shall credit any Deposit received from the Agent (on behalf of the relevant Customer) in accordance with the terms and conditions set out in the relevant Confirmation for that Customer. 1.4 The Third Party Deposit Provider hereby agrees and acknowledges that the Agent (acting in the name and on behalf of the relevant Customer) will have the exclusive capacity to provide instructions regarding each Deposit on behalf of each Customer. The Agent agrees and confirms that the Third Party Deposit Provider may, and the Third Party Deposit Provider agrees and confirms that it will, unless otherwise notified by the Agent or the Customer (in the event that the appointment of the Agent has been terminated), act in accordance with instructions given by the Agent on behalf of the Customer in the administration and operation of the Deposit under this Agreement, such instructions to be given by personnel of the Agent notified to the Third Party Deposit Provider by the Agent in writing from time to time as being authorised so to act. Further, the Agent acknowledges that the Customer has acknowledged and agreed that it shall hold the Third Party Deposit Provider harmless from any and all actions, proceedings, claims, liabilities, losses or damages incurred by the Customer or any third party for acting upon the Agent’s instructions and shall not be entitled to proceed directly or indirectly against the Third Party Deposit Provider for acting upon the Agent’s instructions. In the event of a conflict between the instructions given to the Third Party Deposit Provider by the Agent and the instructions given to the Third Party Deposit Provider by the Customer (in the event that the appointment of the Agent has been terminated), instructions of the Customer shall prevail and the Agent will have no liability for any losses as a result of such instructions from the Customer. 1.5 Unless otherwise agreed by the Agent, and provided that the Third Party Deposit Provider, acting reasonably, is satisfied that the acceptance of a Deposit will not contravene any applicable law or regulation (and, in which event, it will promptly notify the Agent of its position and the reasons why), all Deposits placed by the Agent in accordance with Clause 1.1 will be accepted by the Third Party Deposit Provider for value on the date received in cleared funds, provided that the terms of such Deposit are agreed with the Third Party Deposit Provider by their applicable currency cut-off time on such date. If such Deposits are not received or terms not agreed by such applicable cut-off times, such Deposits shall be for value on the next Business Day following receipt in cleared funds. Third Party Deposit Provider cut-off times are as follows GB Pounds Sterling 2:30 pm London time, EURO 2:30 pm London time, US Dollars 4:00 pm London time, as the same may be amended from time to time by written notice from the Third Party Deposit Provider to the Agent. 1.6 The Agent represents and warrants that it is acting (i) for and on behalf of each Customer pursuant to all relevant authorizations of each Customer and (ii) in compliance with the terms of its appointment and with all laws applicable to it. 1.7 The Third Party Deposit Provider hereby agrees that it shall not communicate directly with any Customer introduced as a result of this agreement and that all communication in relation to the Deposits or otherwise shall in the first instance be directed to the Agent. Further, the Third Party Deposit Provider agrees that whilst this agreement remains in effect and for a period of twelve months following the date on which this Agreement is terminated, it will undertake no marketing of any deposit-taking, investment and/or custody products and services from their Wholesale Markets, London office to any Customers introduced as a result of this Agreement.