Common use of REPRESENTATIONS AND WARRANTIES OF STATE STREET Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street hereby represents, warrants, covenants and acknowledges to the Insurance Company as follows: (i) It is duly incorporated or organized and is validly existing and in good standing in its jurisdiction of incorporation or organization. (ii) It has the requisite power and authority under applicable law and its Governing Documents to enter into, and perform its obligations under, this Agreement. (iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement. (iv) This Agreement constitutes the legal, valid and binding obligation of State Street, enforceable in accordance with its terms. (v) The person executing this Agreement on behalf of State Street has the authority to execute this Agreement on behalf of State Street. (vi) The core standard operating policies and procedures of State Street’s Investment Services Division, which policies and procedures State Street believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by State Street of applicable Federal Securities Laws which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement. State Street shall provide a summary of the Policies and Procedures referenced above to the Account’s Chief Compliance Officer (the “CCO”), and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, State Street will promptly notify the CCO of any change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of such change together with such notice. (vii) State Street shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. State Street further shall promptly provide to the CCO a certification with respect to items referenced in Sections 2.2(viii)(a) - (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to State Street’s applicable internal confidentiality and other policy restrictions); and (viii) State Street shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 2.2(vii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to State Street’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement: (a) a violation of the Federal Securities Laws by State Street or any of its officers, directors, employees, sub-custodians or agents; (b) a violation of State Street’s Policies and Procedures; or (c) a weakness in the design or implementation of State Street’s Policies and Procedures.

REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street hereby represents, warrants, covenants and acknowledges to the Insurance Company as follows: (i) It is duly incorporated or organized and is validly existing and in good standing in its jurisdiction of incorporation or organization. (ii) It has the requisite power and authority under applicable law and its Governing Documents to enter into, and perform its obligations under, this Agreement. (iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement. (iv) This Agreement constitutes the legal, valid and binding obligation of State Street, enforceable in accordance with its terms. (v) The person executing this Agreement on behalf of State Street has the authority to execute this Agreement on behalf of State Street. (vi) The core standard operating policies and procedures of State Street’s Investment Services Division, which policies and procedures State Street believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by State Street of applicable Federal Securities Laws which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement. State Street shall provide a summary of the Policies and Procedures referenced above to the Account’s Chief Compliance Officer (the “CCO”), and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, State Street will promptly notify the CCO of any change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of such change together with such notice. (vii) State Street shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. State Street further shall promptly provide to the CCO a certification with respect to items referenced in Sections 2.2(viii)(a) - (c2.2(viii)(a)-(c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to State Street’s applicable internal confidentiality and other policy restrictions); and (viii) State Street shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 2.2(vii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to State Street’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement: (a) a violation of the Federal Securities Laws by State Street or any of its officers, directors, employees, sub-custodians or agents; (b) a violation of State Street’s Policies and Procedures; or (c) a weakness in the design or implementation of State Street’s Policies and Procedures.

REPRESENTATIONS AND WARRANTIES OF STATE STREET. State Street hereby represents, warrants, covenants and acknowledges to the Insurance Company as follows: (i) It is duly incorporated or organized and is validly existing and in good standing in its jurisdiction of incorporation or organization. (ii) It has the requisite power and authority under applicable law and its Governing Documents to enter into, and perform its obligations under, this Agreement. (iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement. (iv) This Agreement constitutes the legal, valid and binding obligation of State Street, enforceable in accordance with its terms. (v) The person executing this Agreement on behalf of State Street has the authority to execute this Agreement on behalf of State Street. (vi) The core standard operating policies and procedures of State Street’s Investment Services Division, which policies and procedures State Street believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by State Street of applicable Federal Securities Laws which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement. State Street shall provide a summary of the Policies and Procedures referenced above to the Account’s Chief Compliance Officer (the “CCO”), and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, State Street will promptly notify the CCO of any change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of such change together with such notice. (vii) State Street shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. State Street further shall promptly provide to the CCO a certification with respect to items referenced in Sections 2.2(viii)(a) - (c2.2(viii)(a)—(c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to State Street’s applicable internal confidentiality and other policy restrictions); and (viii) State Street shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 2.2(vii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to State Street’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by State Street to the Insurance Company and the Account under the terms of this Agreement: (a) a violation of the Federal Securities Laws by State Street or any of its officers, directors, employees, sub-custodians or agents; (b) a violation of State Street’s Policies and Procedures; or (c) a weakness in the design or implementation of State Street’s Policies and Procedures.