b) Without written instructions from Holdings, the Depositary invests the amounts held in the Account under this Agreement in eligible investments described in clause (b) of this Definition. In the event that funds are deposited into an account at any time after 11:00 a.m. New York time on a business day, the depositary will have no obligation to invest or reinvest such amounts on the day such amounts are funded. Instructions regarding the investment of funds received in an account after 11:00 a.m. New York time will be deemed valid for the next business day. “Depot.” dictionary Merriam-Webster.com, Merriam-Webster, www.merriam-webster.com/dictionary/security%20deposit. Retrieved 16 December 2020. An amount paid by one party to the other party as security that the first party will comply with the terms of the contract. The first party loses the amount in question if it does not meet the conditions, even if the amount exceeds the loss of the other party. If the contract is concluded indisputably, the deposit becomes a partial payment. In land law, a deposit is usually paid by a buyer when exchanging contracts (see exchange of contracts) for the purchase of land. The contract determines whether the recipient (usually the seller`s lawyer or real estate agent) holds the deposit as an agent for the seller, in which case the seller can use the money until the transaction is completed, or as a stakeholder, in which case the funds must remain in the stakeholder`s account until closing or (in the event of a dispute) a court has decided, who should have it.

If the contract is terminated, the buyer is entitled to renounce his deposit. Section 4.1 Appointment of the depositary, powers and immunities. Holdings and the collateral agent, on behalf of the secured parties, shall each designate the depositary acting as agent under this Agreement, with the powers expressly conferred on the depositary by the terms of this Agreement, as well as any other powers reasonably ancillary to it. The Depositary has no duties or responsibilities other than those expressly set forth in this Agreement and no implied duty or representation may be read against the Depositary. Without limiting the generality of the foregoing, the Depositary shall take all measures that the Collateral Agent instructs it to act in accordance with the express provisions of this Agreement. The depositary`s obligations under this Agreement are administrative only and may under no circumstances, but under no circumstances shall the depositary`s obligations be required to exercise its discretion in the performance of its obligations under this Agreement. Notwithstanding anything to the contrary in this document, the Depositary has no obligation to take any action that violates this Agreement or any law or rule of any governmental agency. Neither the Depositary nor any of its affiliates shall be liable to the secured parties for any consideration, representation, representation or guarantee made by the assets contained in this Agreement or any other loan document or in any certificate or other document referred to in this Agreement or any other loan document or that a secured party may have under this Agreement. or another loan document for value. The validity, effectiveness, authenticity, applicability or sufficiency of this Agreement or any other document referred to herein or provided for in this or this Agreement, or for the failure of holding companies to perform their obligations under this or this Agreement. The Depositary has no obligation to inform or inquire about the performance by Holdings or any other person of any of its obligations under this Agreement or any other document or agreement contemplated herein or accordingly. The Depositary has no obligation to (a) initiate or conduct any litigation or recovery proceedings under this Agreement or any other loan document, or (b) be liable for any action taken or omitted by it under this Agreement (other than its own gross negligence or wilful misconduct as determined by the final judgment of a court of competent jurisdiction); is no longer the subject of a complaint or review) or in connection with any other loan document.

Except as otherwise provided in this Agreement, The Trustee shall act under this Agreement only as directed in writing. Whenever the Depositary deems it necessary or desirable, in the administration of this Agreement, that a question of fact relating to the seizure, suffering or omission of the Depositary be proved or determined to take action under this Agreement, that question (unless other evidence expressly required herein) may be considered conclusively proven or supported by the filings of a tax agent. are divisible in two ways in civil law; necessary and voluntary. A necessary deposit is such that it arises from an urgent need; For example, in the event of a fire, shipwreck or other overwhelming disaster. A voluntary deposit is such a deposit that results without such a disaster from the simple consent or agreement of the parties. Section 2.7 Subordination of Privilege; Waiver of Compensation. In the event that the depositary has a lien on an account or account guarantee or subsequently obtains it by agreement, force of law or otherwise, the depositary agrees that such privilege shall be subject to the lien of the guarantee agent. Financial assets credited to the account and other guarantees in the account are not subject to deduction, set-off, banker`s lien or any other right in favour of any person other than the guarantee agent (except to the extent of costs, expenses and expenses incurred in connection with the purchase or sale of qualifying investments). Fees, expenses and indemnities payable to the Trustee under this Agreement, as well as returned items and chargebacks for uncollected cheques or other means of payment and transfers previously credited to the Account, and Holdings and the Guarantee Agent hereby authorize the Custodian to debit the Account for such amounts). Deposits are again divided into simple deposits and seizures by civil law; The first is when there is only one applicant (regardless of the compound number) who has a common interest; The latter is when there are two or more depositors, each with different and disadvantageous interest rates. (a) the Depositary hereby agrees to act as a depositary, as a “securities intermediary” (within the meaning of Article 8-102(14) of the UCC) with respect to the Account and the financial assets credited to it, and as a “Bank” (within the meaning of Article 9-102(a) UCC) with respect to the Account and balances that do not constitute financial assets credited to it; exchange and accept all authorized cash, payments, other amounts and investments delivered or held by the depositary in accordance with the terms of this Agreement.

The depositary is a “securities intermediary” (within the meaning of § 8-102(14) UCC) and also a “bank” (within the meaning of § 9-102(a) UCC). The Custodian will maintain and protect the Account for the duration of this Agreement in accordance with the terms of this Agreement.