Common use of Representations of Customer and Bank Clause in Contracts

Representations of Customer and Bank. (a) The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. (b) Bank represents, warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; . and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash, except in the case of (i) assets that Customer has asked Bank to pledge to support US exchange-traded derivatives transactions or collateral for short transactions conducted with a prime broker (which will be covered by a separate agreement)and (ii) assets that may support credit lines obtained by the Customer. Bank may rely upon the certification of such other facts as may be required to administer Bank's obligations under this Agreement and Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. provided that and to the extent that the Bank Indemnitees have not otherwise acted with negligence, or engaged in fraud or willful misconduct with respect to such certifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, terms (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, Agreement (iii) any and all information provided to Customer in connection with the Customer’s evaluation of Bank’s experience and capabilities as custodian was, at the time it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940was provided, and warrants that it will remain so qualified and upon ceasing reasonably believed to be so qualifiedtrue, shall promptly notify the Customer correct and complete in writing all material respects; and (iv) it shall act in accordance with custody rules under the Investment Company Act has established and maintains and enforces written policies and procedures reasonably designed to prevent material and intentional violations of 1940 and all other Applicable Law relating to Bank’s duties as custodian (including, but not limited to federal securities laws prohibiting the extent they are applicable to custodians unlawful use and disclosure of material, non-public information regarding an issuer (such as BankCustomer) or a security (such as Customer’s shares) by Bank as custodian. . (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that that: (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; ; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; there is no material administrative, civil or criminal proceeding pending or, to the knowledge of the Customer, threatened against the Customer that would affect its performance under this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; ; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and and (v) except as granted under Section 4.3 of this Agreement or otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts Accounts, except for an Account contemplated by Section 2.3(e), are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist exist any encumbrance or security interest over such Financial Assets or cashcash except with the prior written consent of Bank. (b) Bank represents, represents and warrants and covenants that that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party Bank has in place and shall maintain throughout the term of this Agreement security measures designed to prevent unauthorized access to the Customer’s data or Confidential Information in its possession in accordance with industry best practices and standards in the banking industry. (d) Bank may rely upon the above or the certification of such other facts as may be required to perform its administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall promptly notify Bank of any changes in residency; residency and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts (other than those Financial Assets and cash held in Accounts (“Control Account Assets”) established pursuant to certain Account Control Agreements among the Customer, Bank and secured parties named therein) are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cashcash (other than Control Account Assets). Bank may rely upon the certification of such other facts as may be required to administer Bank's obligations under this Agreement and Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1Sections 17(f) of the Investment Company 1940 Act of 1940, and warrants that it will remain so qualified qualified, and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it iv)it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as BankLaw. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; residency and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. Bank may rely upon the certification of such other facts as may be required to administer Bank’s obligations under this Agreement and Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, ; (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, ; (iii) any and all information provided to Customer in connection with the Customer’s evaluation of Bank’s experience and capabilities as custodian was, at the time it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940was provided, and warrants that it will remain so qualified and upon ceasing reasonably believed to be so qualifiedtrue, shall promptly notify the Customer correct and complete in writing all material respects; and (iv) it shall act in accordance has established and maintains and enforces written policies and procedures reasonably designed to prevent material and intentional violations of Applicable Law relating to Bank’s duties as custodian (including, but not limited to federal securities laws prohibiting the unlawful use and disclosure of material, non-public information regarding an issuer (such as Customer) or a security (such as Customer’s shares) by Bank as custodian). Except as specifically set forth herein, Bank assumes no responsibility for Customer’s or any other entity’s compliance with custody rules Applicable Law relating to obligations of open-end management investment companies registered under the Investment Company 1940 Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bankrules promulgated thereunder. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order otherwise incur indebtedness as contemplated by this Agreement, to settle transactions prior to receipt of covering funds), xxxxx x xxxx over pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; and (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except . Bank may rely upon the above or the certification of such other facts as otherwise expressly agreed may be required to by administer Bank’s obligations hereunder. Customer shall indemnify Bank in writing (against all losses, liability, claims, or demands arising directly or indirectly from any such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cashcertifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, ; (ii) Bank is not affiliated with the American Stock Exchange, any other listing exchange or any underlying index provider for any Fund; and (iii) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the . Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party may rely upon the above or the certification of such other facts as may be required for Customer to perform administer its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order otherwise incur indebtedness as contemplated by this Agreement, to settle transactions prior to receipt of covering funds), xxxxx x xxxx over pledge Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as granted under Section 4.3 of this Agreement or otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist exist any encumbrance or security interest over such Financial Assets or cashcash except with the prior written consent of Bank. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party . Bank may rely upon the above or the certification of such other facts as may be required to perform its administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that that: (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx gxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; ; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; there is no material administrative, civil or criminal proceeding pending or, to the knowledge of the Customer, threatened against the Customer that would affect its performance under this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; ; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and and (v) except as granted under Section 4.3 of this Agreement or otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts Accounts, except for an Account contemplated by Section 2.3(e), are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist exist any encumbrance or security interest over such Financial Assets or cashcash except with the prior written consent of Bank. (b) Bank represents, represents and warrants and covenants that that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party Bank has in place and shall maintain throughout the term of this Agreement security measures designed to prevent unauthorized access to the Customer’s data or Confidential Information in its possession in accordance with industry best practices and standards in the banking industry. (d) Bank may rely upon the above or the certification of such other facts as may be required to perform its administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx gxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; residency and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. Bank may rely upon the certification of such other facts as may be required to administer Bank’s obligations under this Agreement and Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s 's legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; residency and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank)writing, the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. Bank may rely upon the certification of such other facts as may be required to administer Bank's obligations under this Agreement and Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s 's legal, valid and binding obligation, enforceable in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, Agreement and (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such 1940, as Bankamended. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order otherwise incur indebtedness as contemplated by this Agreement, to settle transactions prior to receipt of covering funds), xxxxx x xxxx over pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s 's legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; and (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, ; (ii) it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (iii) it has full power and authority to enter into this Agreement and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing ; and (iv) it shall act is conducting business its institutional custody services business in accordance compliance in all material respects with custody rules under the Investment Company Act all applicable laws and regulations, both state and federal, has obtained all regulatory approvals necessary to carry on such business as now conducted and there is no statute, rules, regulation, order or judgment binding on it and no provision of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) its charter, bylaws or any contract binding it or affecting its property that would prohibit its execution or performance of this Agreement. Each party may rely upon the above or the certification of such other facts as may be required to perform administer its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order otherwise incur indebtedness as contemplated by this Agreement, to settle transactions prior to receipt of covering funds), xxxxx x xxxx over pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s 's legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; and (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s 's legal, valid and binding obligation, enforceable in accordance with its terms, ; (ii) it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (iii) it has full power and authority to enter into this Agreement and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing ; and (iv) it shall act is conducting business its institutional custody services business in accordance compliance in all material respects with custody rules under the Investment Company Act all applicable laws and regulations, both state and federal, has obtained all regulatory approvals necessary to carry on such business as now conducted and there is no statute, rules, regulation, order or judgment binding on it and no provision of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) its charter, bylaws or any contract binding it or affecting its property that would prohibit its execution or performance of this Agreement. Each party may rely upon the above or the certification of such other facts as may be required to perform administer its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s 's legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall promptly notify Bank of any changes in residency; residency and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts (other than those Financial Assets and cash held in Accounts ("Control Account Assets") established pursuant to certain Account Control Agreements among the Customer, Bank and secured parties named therein) are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cashcash (other than Control Account Assets). Bank may rely upon the certification of such other facts as may be required to administer Bank's obligations under this Agreement and Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s 's legal, valid and binding obligation, enforceable in accordance with its terms, terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1Sections 17(f) of the Investment Company 1940 Act of 1940, and warrants that it will remain so qualified qualified, and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it iv)it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as BankLaw. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary Table of Contents corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; residency and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. Bank may rely upon the certification of such other facts as may be required to administer Bank’s obligations under this Agreement and Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; residency and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank)writing, the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. Bank may rely upon the certification of such other facts as may be required to administer Bank’s obligations under this Agreement and Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, Agreement and (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such 1940, as Bankamended. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as granted under Section 4.3 of this Agreement or otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist exist any encumbrance or security interest over such Financial Assets or cashcash except with the prior written consent of Bank. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, ; (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, ; and (iii) it is qualified as a custodian no legal or administrative proceedings have been instituted or threatened against Bank which would impair Bank’s ability to perform its duties and obligations under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing this Agreement; and (iv) it Bank’s execution and performance of this Agreement shall act not cause a material breach or be in accordance material conflict with custody rules under the Investment Company Act any other agreement or obligation of 1940 and all other Applicable Law to the extent they are Bank or any law or regulation applicable to custodians such as Bank. (c) Each party Bank has in place and shall maintain throughout the term of this Agreement security measures designed to prevent unauthorized access to the Customer’s data or Confidential Information in its possession in accordance with industry best practices and standards in the banking industry. (d) Bank may rely upon the above or the certification of such other facts as may be required to perform its administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

Representations of Customer and Bank. (a) The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx gxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. (b) Bank represents, warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx grant a lien over Financial Assets as contemplated by Section xx Xxxxxxn 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s 's legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; residency and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash. Bank may rely upon the certification of such other facts as may be required to administer Bank's obligations under this Agreement and Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s 's legal, valid and binding obligation, enforceable in accordance with its terms, terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as granted under Section 4.3 of this Agreement or otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist exist any encumbrance or security interest over such Financial Assets or cashcash except with the prior written consent of Bank. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, ; (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, ; and (iii) it is qualified as a custodian no legal or administrative proceedings have been instituted or threatened against Bank which would impair Bank’s ability to perform its duties and obligations under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing this Agreement; and (iv) it Bank’s execution and performance of this Agreement shall act not cause a material breach or be in accordance material conflict with custody rules under the Investment Company Act any other agreement or obligation of 1940 and all other Applicable Law to the extent they are Bank or any law or regulation applicable to custodians such as Bank. (c) Each party . Bank may rely upon the above or the certification of such other facts as may be required to perform its administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any short term or intraday borrowings in order otherwise incur indebtedness as contemplated by this Agreement, to settle transactions prior to receipt of covering funds), xxxxx x xxxx over pledge Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) none of the Account Assets to be held under this Agreement are “plan assets” as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder except as otherwise expressly agreed notified to by Bank in writing J.X. Xxxxxx; and (such writing vi) except as granted under Section 4.3 of this Agreement or otherwise to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist exist any encumbrance or security interest over such Financial Assets or cashcash except with the prior written consent of Bank. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank. (c) Each party . Bank may rely upon the above or the certification of such other facts as may be required to perform its administer Bank's obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

Representations of Customer and Bank. (a) The Customer represents, represents and warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx gxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as granted under Section 4.3 of this Agreement or otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist exist any encumbrance or security interest over such Financial Assets or cashcash except with the prior written consent of Bank. (b) Bank represents, represents and warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms, ; (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, ; and (iii) it is qualified as a custodian no legal or administrative proceedings have been instituted or threatened against Bank which would impair Bank’s ability to perform its duties and obligations under Section 17(f)(1) of the Investment Company Act of 1940, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing this Agreement; and (iv) it Bank’s execution and performance of this Agreement shall act not cause a material breach or be in accordance material conflict with custody rules under the Investment Company Act any other agreement or obligation of 1940 and all other Applicable Law to the extent they are Bank or any law or regulation applicable to custodians such as Bank. (c) Each party . Bank may rely upon the above or the certification of such other facts as may be required to perform its administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.