Common use of By Custodian Clause in Contracts

By Custodian. Custodian represents, warrants, and covenants to Client that: (A) Custodian will safekeep the Digital Assets and segregate all Digital Assets from both the (i) property of Custodian, and (ii) assets of other customers of Custodian, except for Digital Assets specifically moved into shared accounts by Client; (B) Custodian will maintain adequate capital and reserves to the extent required by Applicable Law; (C) Custodian is duly organized, validly existing and in good standing under the applicable South Dakota laws and chartered to custody Client’s fiat and digital assets in trust on Client’s behalf, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary; (D) Custodian shall not subject Client’s Digital Assets and fiat currency to any right, charge, security interest, lien or claim of any kind in favor of Custodian or any of its Affiliates or of any creditor of any of them, and Custodian shall not have the independent right or authority to assign, hypothecate, pledge, encumber or otherwise dispose of any Client Digital Assets or fiat currency, except as expressly provided in this Agreement or as otherwise required by Applicable Law. The Digital Assets in the Account and the fiat currency in the Custodial Account are not general assets of Custodian or of any of its Affiliates and are not available to satisfy claims of any creditors. (E) Custodian operates in compliance in all material respects with all Applicable Laws in each jurisdiction in which it operates or otherwise provides any of the services described within this Agreement, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other relevant international jurisdictions. (F) With respect to each Insurance Policy, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Custodian or in its ability to carry out the actions contemplated herein, as of the date of this Agreement: (a) all premiums due have been paid in full (other than retroactive or retrospective premium adjustments that are not yet, but may be, required to be paid with respect to any period ending before the date hereof), (b) the policy is in full force and effect by its terms, and (c) none of the Custodian and its subsidiaries and affiliates, or, to the Custodian’s knowledge, any other party to each Insurance Policy, is in breach or default in (including with respect to the payment of premiums or the giving of notices). (G) Custodian has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Custodian has full legal capacity and authorization to do so. (H) Custodian will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Custodian’s policies and activities which relate to the Custodial Services ; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement;

By Custodian. Custodian represents, warrants, and covenants to Client that: (A) Custodian will safekeep the Digital Assets and segregate all Digital Assets from both the the: (i) property of Custodian, ; and (ii) assets of other customers of Custodian, except for Digital Assets specifically moved into shared accounts by Client; (B) Custodian operates, to Custodian’s best knowledge, in material compliance with all applicable laws, rules, and regulations in each jurisdiction in which Custodian operates, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including, but not limited to, U.S. efforts to fight the funding of terrorism and money laundering, and USA PATRIOT Act and Bank Secrecy Act requirements. (v04/23) (C) To its best knowledge, Custodian is currently in material good standing with all relevant government agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which Custodian does business, (D) Custodian will maintain adequate capital and reserves to the extent required by Applicable Law; (CE) Custodian is a custodian of the Digital Assets stored by Client in the Custodial Account, has no right, interest, or title in such Digital Assets (unless otherwise agreed in writing by Client, and will not reflect such Digital Assets as an asset on the balance sheet of the Custodian; (F) Custodian will not, directly, or indirectly, lend, pledge, hypothecate, or re-hypothecate any Digital Assets unless otherwise agreed or instructed by Client; (G) Custodian is duly organized, validly existing and in good standing under the applicable South Dakota laws and chartered to custody Client’s fiat and digital assets in trust on Client’s behalflaws, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary; (D) Custodian shall not subject Client’s Digital Assets and fiat currency to any right, charge, security interest, lien or claim of any kind in favor of Custodian or any of its Affiliates or of any creditor of any of them, and Custodian shall not have the independent right or authority to assign, hypothecate, pledge, encumber or otherwise dispose of any Client Digital Assets or fiat currency, except as expressly provided in this Agreement or as otherwise required by Applicable Law. The Digital Assets in the Account and the fiat currency in the Custodial Account are not general assets of Custodian or of any of its Affiliates and are not available to satisfy claims of any creditors. (E) Custodian operates in compliance in all material respects with all Applicable Laws in each jurisdiction in which it operates or otherwise provides any of the services described within this Agreement, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other relevant international jurisdictions. (F) With respect to each Insurance Policy, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Custodian or in its ability to carry out the actions contemplated herein, as of the date of this Agreement: (a) all premiums due have been paid in full (other than retroactive or retrospective premium adjustments that are not yet, but may be, required to be paid with respect to any period ending before the date hereof), (b) the policy is in full force and effect by its terms, and (c) none of the Custodian and its subsidiaries and affiliates, or, to the Custodian’s knowledge, any other party to each Insurance Policy, is in breach or default in (including with respect to the payment of premiums or the giving of notices). (GH) Custodian has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Custodian has full legal capacity and authorization to do so.; (HI) Custodian will promptly provide such information maintain records and bookkeeping of the Custodial Services as Custodian may reasonably request from time to time regarding: (i) required by applicable law and in accordance with Custodian’s policies internal document retention policies; (J) Custodian possesses, and activities which relate will maintain, all consents, permits, licenses, registrations, authorizations, approvals, and exemptions required by any governmental agency, regulatory authority, or other party necessary for it to operate its business and engage in the business relating to its provision of the Custodial Services; (K) Materials prepared in response to Client’s due diligence questions solely with respect to the Custodial Services ; and (ii) any transaction which involves the use of the Services, are accurate in all material respects at the time such responses were given; and (L) Any external fund movement into Client’s Custody Account(s) at Custodian will be subject to sanctions screening check performed by Custodian, prior to any transfer, reasonably designed to ensure that any Digital Asset in-kind transactions did not, directly originate from persons, entities or countries that are the extent reasonably necessary target or subject of sanctions or any country embargoes, or knowingly associated with such persons, entities or countries, or otherwise in violation of any sanctions Laws. In the event sanctions screening results in a Digital Asset in-kind transaction determined to comply with be in violation of any sanctions laws, Custodial will provide notice Client (unless prohibited by Applicable Law), or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information which notice may be redacted in the form of an electronic alert or other action with respect to remove confidential commercial information not relevant to the requirements of this Agreement;Client’s Custody Account. (v04/23)

By Custodian. Custodian represents, warrants, and covenants to Client that: (A) Custodian will safekeep the Digital Assets and segregate all Digital Assets from both the (i) property of Custodian, and (ii) assets of other customers of Custodian, except for Digital Assets specifically moved into shared accounts by Client; (B) Custodian will maintain adequate capital and reserves to the extent required by Applicable Law; (C) Custodian is duly organized, validly existing and in good standing under the applicable South Dakota laws and chartered New York laws, is licensed to custody Client’s fiat and digital assets in trust on Client’s behalf, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary; (D) Custodian shall not subject Client’s Digital Assets and fiat currency to any right, charge, security interest, lien or claim of any kind in favor of Custodian or any of its Affiliates or of any creditor of any of them, and Custodian shall not have the independent right or authority to assign, hypothecate, pledge, encumber or otherwise dispose of any Client Digital Assets or fiat currency, except as expressly provided in this Agreement or as otherwise required by Applicable Law. The Digital Assets in the Account and the fiat currency in the Custodial Account are not general assets of Custodian or of any of its Affiliates and are not available to satisfy claims of any creditors. (E) Custodian operates in compliance in all material respects with all Applicable Laws in each jurisdiction in which it operates or otherwise provides any of the services described within this Agreement, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other relevant international jurisdictions. (F) With respect to each Insurance Policy, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Custodian or in its ability to carry out the actions contemplated herein, as of the date of this Agreement: (a) all premiums due have been paid in full (other than retroactive or retrospective premium adjustments that are not yet, but may be, required to be paid with respect to any period ending before the date hereof), (b) the policy is in full force and effect by its terms, and (c) none of the Custodian and its subsidiaries and affiliates, or, to the Custodian’s knowledge, any other party to each Insurance Policy, is in breach or default in (including with respect to the payment of premiums or the giving of notices). (G) Custodian has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Custodian has full legal capacity and authorization to do so. (H) Custodian will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Custodian’s policies and activities which relate to the Custodial Services ; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement;

By Custodian. Custodian represents, warrantshereby represents and warrants to, and covenants to Client with, Trust, each Seller and UBS that, as of the date hereof and at all times while Custodian is performing services under this Agreement: (A) Custodian will safekeep the Digital Assets and segregate all Digital Assets from both the (i) property of Custodian, and (ii) assets of other customers of Custodian, except for Digital Assets specifically moved into shared accounts by Client; (B) Custodian will maintain adequate capital and reserves to the extent required by Applicable Law; (C) Custodian is duly organized, validly existing and in good standing under the applicable South Dakota laws and chartered to custody Client’s fiat and digital assets in trust on Client’s behalf, has all corporate powers required to carry on of the jurisdiction of its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary;incorporation or organization; and (D) Custodian shall not subject Client’s Digital Assets and fiat currency to any right, charge, security interest, lien or claim of any kind in favor of Custodian or any of its Affiliates or of any creditor of any of them, and Custodian shall not have the independent right or authority to assign, hypothecate, pledge, encumber or otherwise dispose of any Client Digital Assets or fiat currency, except as expressly provided in this Agreement or as otherwise required by Applicable Law. The Digital Assets in the Account and the fiat currency in the Custodial Account are not general assets of Custodian or of any of its Affiliates and are not available to satisfy claims of any creditors. (E) Custodian operates in compliance in all material respects with all Applicable Laws in each jurisdiction in which it operates or otherwise provides any of the services described within this Agreement, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other relevant international jurisdictions. (F) With respect to each Insurance Policy, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Custodian or in its ability to carry out the actions contemplated herein, as of the date of this Agreement: (a) all premiums due have been paid in full (other than retroactive or retrospective premium adjustments that are not yet, but may be, required to be paid with respect to any period ending before the date hereof), (b) the policy is in full force and effect by its terms, and (c) none of the Custodian and its subsidiaries and affiliates, or, to the Custodian’s knowledge, any other party to each Insurance Policy, is in breach or default in (including with respect to the payment of premiums or the giving of notices). (Gii) Custodian has the full capacity power and authority to hold each Mortgage Loan and to execute, deliver and perform, and to enter into and be bound by perform its duties and obligations as contemplated by, this Agreement, has duly authorized the execution, delivery and performance of this Agreement and the person executing or otherwise accepting has duly executed and delivered this Agreement, and this Agreement for Custodian has full legal capacity constitutes a legal, valid and authorization to do sobinding obligation of Custodian, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by applicable receivership, conservatorship or similar debtor relief laws and except that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or law. (Hiii) Neither the execution and delivery by Custodian of this Agreement, nor the consummation by Custodian of any of the transactions contemplated hereby, nor the fulfillment by Custodian of the terms hereof, will promptly provide such information as Custodian may reasonably request from time to time regarding: conflict with, or violate, result in a material breach of or constitute a material default (with or without notice or lapse of time, or both) under (i) Custodian’s policies and activities which relate any term or provision of the Certificate of Incorporation or By-laws of Custodian or any governmental rule applicable to the Custodial Services ; and Custodian or (ii) any transaction term or provision of any indenture or other agreement or instrument, to which involves Custodian is a party or by which Custodian or any material portion of its properties are bound. No governmental action is required by or with respect to Custodian in connection with the use execution and delivery of this Agreement by Custodian or the consummation by Custodian of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement;transactions contemplated hereby.

By Custodian. Custodian represents, warrants, and covenants to Client that: (A) Custodian will safekeep the Digital Assets and segregate all Digital Assets from both the (i) property of Custodian, and (ii) assets of other customers of Custodian, except for Digital Assets specifically moved into shared accounts by Client; (B) Custodian will maintain adequate capital and reserves to the extent required by Applicable Law; (C) Custodian is duly organized, validly existing and in good standing under the applicable South Dakota laws and chartered to custody Client’s fiat and digital assets in trust on Client’s behalf, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary; (D) Custodian shall not subject Client’s Digital Assets and fiat currency to any right, charge, security interest, lien or claim of any kind in favor of Custodian or any of its Affiliates or of any creditor of any of them, and Custodian shall not have the independent right or authority to assign, hypothecate, pledge, encumber or otherwise dispose of any Client Digital Assets or fiat currency, except as expressly provided in this Agreement or as otherwise required by Applicable Law. The Digital Assets in the Account and the fiat currency in the Custodial Account are not general assets of Custodian or of any of its Affiliates and are not available to satisfy claims of any creditors. (E) Custodian operates in compliance in all material respects with all Applicable Laws in each jurisdiction in which it operates or otherwise provides any of the services described within this Agreement, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other relevant international jurisdictions. (F) With respect to each Insurance Policy, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Custodian or in its ability to carry out the actions contemplated herein, as of the date of this Agreement: (a) all premiums due have been paid in full (other than retroactive or retrospective premium adjustments that are not yet, but may be, required to be paid with respect to any period ending before the date hereof), (b) the policy is in full force and effect by its terms, and (c) none of the Custodian and its subsidiaries and affiliates, or, to the Custodian’s knowledge, any other party to each Insurance Policy, is in breach or default in (including with respect to the payment of premiums or the giving of notices). (G) Custodian has the full capacity and authority to enter into and be bound by this Agreement and the person executing or otherwise accepting this Agreement for Custodian has full legal capacity and authorization to do so. (H) Custodian will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) Custodian’s policies and activities which relate to the Custodial Services Services; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement;

By Custodian. Custodian represents, warrants, and covenants to Client that: (Aa) Custodian (including its affiliates and any vendors used to facilitate the Services offering hereunder) possesses and will maintain, all licenses, registrations, authorizations and approvals required by Applicable Law, government agency or regulatory authority for it to operate its business and provide the Services under this Agreement; (b) Custodian (including its affiliates and any vendors used to facilitate the Services offering hereunder) is, and shall remain, in good standing with all relevant government agencies, departments and regulatory and supervisory bodies in all relevant jurisdictions in which they do business, and Custodian will immediately notify Client if Custodian, its affiliates or any vendors it utilizes to conduct Services ceases to be in good standing with any regulatory authority; (c) Custodian is and shall remain in full compliance with Applicable Law, including (to the best of its knowledge) U.S. securities laws and regulations, as well as any applicable state and federal laws, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other international jurisdictions and all applicable anti-corruption laws and regulations, including the United States Foreign Corrupt Practices Act; (d) With respect to the Services, Custodian (i) maintains Industry-standard initial and ongoing due diligence and KYC programs that it conducts on banks, financial institutions, Staking Service Providers and vendors with which it interacts on behalf of Client and obtains contractual commitments from such parties that they comply with Applicable Law; (ii) monitors the risks of staking Client’s assets with Staking Service Providers in connection with its Staking Services provided pursuant to this Agreement; and (iii) will promptly notify the Client of any material change in the risks associated with Custodian’s Staking Services and/or Staking Service Providers that would impact the Services on a material basis; (e) Custodian will safekeep the Client’s Digital Assets and Fiat Currencies and segregate all (either in separate wallets or, to the extent Custodian is permitted to maintain Client’s Digital Assets in one or more omnibus accounts, on its books and records by clearly indicating that such Digital Assets are property of Client) all of Client’s Digital Assets and Fiat Currencies from both the (i) assets and property of Custodian, and (ii) assets and property of other customers of Custodian, except for Digital Assets specifically moved into shared accounts by Client; (Bf) Custodian will maintain adequate capital and reserves to the extent required by Applicable Law; (Cg) Custodian is duly organized, validly existing and in good standing under the applicable South Dakota laws and chartered to custody Client’s fiat and digital assets in trust on Client’s behalflaws, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary; (D) Custodian shall not subject Client’s Digital Assets and fiat currency to any right, charge, security interest, lien or claim of any kind in favor of Custodian or any of its Affiliates or of any creditor of any of them, and Custodian shall not have the independent right or authority to assign, hypothecate, pledge, encumber or otherwise dispose of any Client Digital Assets or fiat currency, except as expressly provided in this Agreement or as otherwise required by Applicable Law. The Digital Assets in the Account and the fiat currency in the Custodial Account are not general assets of Custodian or of any of its Affiliates and are not available to satisfy claims of any creditors. (E) Custodian operates in compliance in all material respects with all Applicable Laws in each jurisdiction in which it operates or otherwise provides any of the services described within this Agreement, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other relevant international jurisdictions. (F) With respect to each Insurance Policy, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Custodian or in its ability to carry out the actions contemplated herein, as of the date of this Agreement: (a) all premiums due have been paid in full (other than retroactive or retrospective premium adjustments that are not yet, but may be, required to be paid with respect to any period ending before the date hereof), (b) the policy is in full force and effect by its terms, and (c) none of the Custodian and its subsidiaries and affiliates, or, to the Custodian’s knowledge, any other party to each Insurance Policy, is in breach or default in (including with respect to the payment of premiums or the giving of notices). (Gh) Custodian has the full capacity and authority to enter into and be bound by this Agreement Agreement, and the person executing or otherwise accepting this Agreement for Custodian has full legal capacity and authorization to do so; (i) Neither Custodian or any of its affiliates providing Services to Client is owned in part or in whole or controlled by any person or entity that is, nor is it conducting any activities on behalf of any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates with respect to U.S. sanctions laws; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including without limitation, the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria; (j) Custodian (i) is the owner of or is duly authorized to provide the Services; (ii) has all rights necessary to grant all the rights and licenses that it purports to grant and perform all of its obligations under this Agreement; and (iii) is not aware of any claim that the Services, and the use thereof by any Authorized User in accordance with this Agreement, infringe upon or otherwise violate any statutory, common law or other rights of any third party in or to any Intellectual Property Rights therein; and. (Hk) Custodian will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) As of the Effective Date, there is no pending, threatened, or anticipated claim, suit, or proceeding affecting or that could affect Custodian’s policies ability to perform and activities which relate to the Custodial Services ; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of fulfill its obligations under this Agreement;.

By Custodian. Custodian represents, warrants, and covenants to Client that: (Aa) Custodian (including its affiliates and any vendors used to facilitate the Services offering hereunder) possesses and will maintain, all licenses, registrations, authorizations and approvals required by Applicable Law, government agency or regulatory authority for it to operate its business and provide the Services under this Agreement; (b) Custodian (including its affiliates and any vendors used to facilitate the Services offering hereunder) is, and shall remain, in good standing with all relevant government agencies, departments and regulatory and supervisory bodies in all relevant jurisdictions in which they do business, and Custodian will immediately notify Client if Custodian, its affiliates or any vendors it utilizes to conduct Services ceases to be in good standing with any regulatory authority; (c) Custodian is and shall remain in full compliance with Applicable Law, including (to the best of its knowledge) U.S. securities laws and regulations, as well as any applicable state and federal laws, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other international jurisdictions and all applicable anti-corruption laws and regulations, including the United States Foreign Corrupt Practices Act; (d) With respect to the Services, Custodian (i) maintains Industry-standard initial and ongoing due diligence and KYC programs that it conducts on banks, financial institutions, Staking Service Providers and vendors with which it interacts on behalf of Client and obtains contractual commitments from such parties that they comply with Applicable Law; (ii) monitors the risks of staking Client’s assets with Staking Service Providers in connection with its Staking Services provided pursuant to this Agreement; and (iii) will promptly notify the Client of any material change in the risks associated with Custodian’s Staking Services and/or Staking Service Providers that would impact the Services on a material basis; (e) Custodian will safekeep the Client’s Digital Assets and Fiat Currencies and segregate all (either in separate wallets or, to the extent Custodian is permitted to maintain Client’s Digital Assets in one or more omnibus accounts, on its books and records by clearly indicating that such Digital Assets are property of Client) all of Client’s Digital Assets and Fiat Currencies from both the (i) assets and property of Custodian, and (ii) assets and property of other customers of Custodian, except for Digital Assets specifically moved into shared accounts by Client; (Bf) Custodian will maintain adequate capital and reserves to the extent required by Applicable Law; (Cg) Custodian is duly organized, validly existing and in good standing under the applicable South Dakota laws and chartered to custody Client’s fiat and digital assets in trust on Client’s behalflaws, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business in each jurisdiction where such qualification is necessary; (D) Custodian shall not subject Client’s Digital Assets and fiat currency to any right, charge, security interest, lien or claim of any kind in favor of Custodian or any of its Affiliates or of any creditor of any of them, and Custodian shall not have the independent right or authority to assign, hypothecate, pledge, encumber or otherwise dispose of any Client Digital Assets or fiat currency, except as expressly provided in this Agreement or as otherwise required by Applicable Law. The Digital Assets in the Account and the fiat currency in the Custodial Account are not general assets of Custodian or of any of its Affiliates and are not available to satisfy claims of any creditors. (E) Custodian operates in compliance in all material respects with all Applicable Laws in each jurisdiction in which it operates or otherwise provides any of the services described within this Agreement, including U.S. securities laws and regulations, as well as any applicable state and federal laws, including AML Laws, USA PATRIOT Act and Bank Secrecy Act requirements, and other anti-terrorism statutes, regulations, and conventions of the United States or other relevant international jurisdictions. (F) With respect to each Insurance Policy, except as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Custodian or in its ability to carry out the actions contemplated herein, as of the date of this Agreement: (a) all premiums due have been paid in full (other than retroactive or retrospective premium adjustments that are not yet, but may be, required to be paid with respect to any period ending before the date hereof), (b) the policy is in full force and effect by its terms, and (c) none of the Custodian and its subsidiaries and affiliates, or, to the Custodian’s knowledge, any other party to each Insurance Policy, is in breach or default in (including with respect to the payment of premiums or the giving of notices). (Gh) Custodian has the full capacity and authority to enter into and be bound by this Agreement Agreement, and the person executing or otherwise accepting this Agreement for Custodian has full legal capacity and authorization to do so; (i) Neither Custodian or any of its affiliates providing Services to Client is owned in part or in whole or controlled by any person or entity that is, nor is it conducting any activities on behalf of any person or entity that is (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over Custodian or its affiliates with respect to U.S. sanctions laws; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including without limitation, the Crimean, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, or Syria; (j) Custodian (i) is the owner of or is duly authorized to provide the Services; (ii) has all rights necessary to grant all the rights and licenses that it purports to grant and perform all of its obligations under this Agreement; and (iii) is not aware of any claim that the Services, and the use thereof by any Authorized User in accordance with this Agreement, infringe upon or otherwise violate any statutory, common law or other rights of any third party in or to any Intellectual Property Rights therein; and. (Hk) Custodian will promptly provide such information as Custodian may reasonably request from time to time regarding: (i) As of the Effective Date, there is no pending, threatened, or anticipated claim, suit, or proceeding affecting or that could affect Custodian’s policies ability to perform and activities which relate to the Custodial Services ; and (ii) any transaction which involves the use of the Services, to the extent reasonably necessary to comply with Applicable Law, or the guidance or direction of, or request from any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of fulfill its obligations under this Agreement;.