Common use of Representations of Customer and Bank Clause in Contracts

Representations of Customer and Bank. (a) 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, to borrow money or otherwise incur indebtedness as contemplated by this Agreement, to pledge Financial Assets as contemplated by Section 4.3; (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. (b) Customer further represents and warrants that (i) it has established pursuant to the Bank Secrecy Act, and other U.S. laws and regulations applicable to it, Anti-Money Laundering compliance programs, including but not limited to: (1) the development of internal policies, procedures and controls; (2) the designation of an anti-money laundering compliance officer; (3) the implementation of ongoing employee training programs; (4) the creation of an independent audit function to test programs; (ii) Customer through its broker-dealer affiliate has established and maintains a customer identification program consistent with the rules under Section 326 of the USA Patriot Act; and (iii) Customer through its affiliates has in place procedures to enforce the market timing/excessive trading policies of the mutual funds held by Bank pursuant to this Agreement with regard to holders of the Policies. (c) Bank represents and warrants 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 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. Bank may rely upon the above or the certification of such other facts as may be required to 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) 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, to borrow money or otherwise incur indebtedness as contemplated by this Agreement, to pledge Financial Assets as contemplated by Section 4.3; (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. (b) Customer further represents and warrants that (i) it has established pursuant to the Bank Secrecy Act, and other U.S. laws and regulations applicable to it, Anti-Money Laundering compliance programs, including but not limited to: (1) the development of internal policies, procedures and controls; (2) the designation of an anti-money laundering compliance officer; (3) the implementation of ongoing employee training programs; (4) the creation of an independent audit function to test programs; (ii) Customer through its broker-dealer affiliate has established and maintains a customer identification program consistent with the rules under Section 326 of the USA Patriot Act; and (iii) Customer through its affiliates has in place procedures to enforce the market timing/excessive trading policies of the mutual funds held by Bank pursuant to this Agreement with regard to holders of the Policies. (c) Bank represents and warrants 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 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. Bank may rely upon the above or the certification of such other facts as may be required to administer Bank’s 's obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims, or demands arising directly or indirectly from any such certifications.