Common use of Representations of Customer and Bank Clause in Contracts

Representations of Customer and Bank. (a) The Customer represents and warrants 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) the Financial Assets 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.

Representations of Customer and Bank. (a) The Customer represents and warrants 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 promptly notify Bank of any changes in residency. residency and (v) the Financial Assets 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 cash, except in the case of cash (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 Customerother 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. 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.

Representations of Customer and Bank. (a) The Customer represents and warrants 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) the Financial Assets 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 ’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.

Representations of Customer and Bank. (a) The Customer represents and warrants 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 The Navellier Funds Master Global Custody Agreement — JPMCB New York — General — December 2006 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) the Financial Assets 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 ’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.

Representations of Customer and Bank. (a) The Customer represents and warrants 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 notify Bank of any changes in residency. residency and (v) except as otherwise expressly agreed to by Bank in writing, the Financial Assets (other than collateral 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.

Representations of Customer and Bank. (a) The Customer represents and warrants 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 (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) the Financial Assets 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.

Representations of Customer and Bank. (a) The Customer represents and warrants 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 The Navellier Funds Master Global Custody Agreement – JPMCB New York – General – December 2006 Table of Contents 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) the Financial Assets 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 ’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.

Representations of Customer and Bank. (a) The Customer represents and warrants 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 promptly notify Bank of any changes in residency. residency and (v) the Financial Assets 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 cash, except in the case of cash (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 Customerother 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. 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.

Representations of Customer and Bank. (a) The Customer represents and warrants 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 (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 notified to J.X. Xxxxxx; and (vi) except as granted under Section 4.3 of this Agreement or otherwise to Bank, the Financial Assets 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 cash, cash except in with the case prior written consent 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.

Representations of Customer and Bank. (a) The Customer represents and warrants 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, the Financial Assets (other than collateral 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 ’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.