Common use of Your representations to us Clause in Contracts

Your representations to us. Each and every time you act as agent in connection with the sale of any of the Securities to one of your customers, you represent and warrant as follows: (a) You maintain and enforce policies designed to ensure compliance with all applicable federal, state or local laws, rules or regulations (or rules of any self-regulatory organization) relating to maintenance of information and the suitability of the Securities for purchase by that customer. (b) You maintain and enforce policies designed to ensure compliance with all applicable provisions of the Employee Retirement Income Security Act, as amended by the Pension Protection Act of 2006 (“ERISA”), and the rules and regulations of the Department of Labor. (c) You maintain and enforce policies designed to ensure compliance with all applicable laws, rules and regulations, including the provisions of the 1933 Act and the 1934 Act and the rules and regulations of the Commission thereunder, the rules and regulations of any securities exchange having jurisdiction over the offering and the laws, rules and regulations of any applicable regulatory body. (d) You further represent and agree that you have implemented and currently maintain (and shall maintain for so long as you are a party to this Agreement) an anti-money laundering (“AML”) program (including, without limitation, an effective customer identification program) that satisfies the requirements of (i) Section 326 of the USA PATRIOT Act (Pub. L. 107-56) and the regulations promulgated thereunder and (ii) all applicable federal, state or local laws, rules or regulations of its own jurisdiction including but not limited to, where applicable, the Bank Secrecy Act (as amended by the USA PATRIOT Act of 2001 (the “Act”)). You further represent that you will adopt appropriate policies, procedures and internal controls to be fully compliant with any additional laws, rules or regulations, including the Bank Secrecy Act, to which it may become subject. (e) In the event you receive notice that the Prospectus relating to an offering is being amended by the Issuer, you shall either await receipt of the amended Prospectus before providing the same to customers, or if a Prospectus has previously been provided to your customers, provide the amended Prospectus to your customers immediately upon receipt thereof from the Issuer. (f) The information contained in any Permitted Free Writing Prospectus prepared by you in connection with any offering of Securities, and authorized by us, will be consistent in all material respects with our previous filings with the SEC, including but not limited to “issuer free writing prospectuses” as that term is defined in Rule 433(h)(1) under the 1933 Act and prospectuses filed pursuant to Rule 424 under the 1933 Act.

Your representations to us. Each and every time you act as agent in connection with the sale of any of the Securities to one of your customers, you represent and warrant as follows: (a) You maintain and enforce policies designed to ensure compliance have complied with all applicable federal, state or local laws, rules or regulations (or rules of any self-regulatory organization) relating to maintenance of information and the suitability of the Securities for purchase by that customer. (b) You maintain and enforce policies designed to ensure compliance will comply with all applicable provisions of the Employee Retirement Income Security Act, as amended by the Pension Protection Act of 2006 (“ERISA”), and the rules and regulations of the Department of Labor. (c) You maintain and enforce policies designed to ensure compliance will comply with all applicable laws, rules and regulations, including the provisions of the 1933 Act and the 1934 Act and the rules and regulations of the Commission thereunder, the rules and regulations of any securities exchange having jurisdiction over the offering and the laws, rules and regulations of any applicable regulatory body. (d) You further represent and agree that you have implemented and currently maintain (and shall maintain for so long as you are a party to this Agreement) an anti-money laundering (“AML”) program (including, without limitation, an effective customer identification program) that satisfies the requirements of (i) Section 326 of the USA PATRIOT Act (Pub. L. 107-56) and the regulations promulgated thereunder and (ii) all applicable other federal, state or local laws, rules or regulations aimed at detecting or preventing the funding of its own jurisdiction including but not limited to, where applicable, the Bank Secrecy Act (as amended by the USA PATRIOT Act of 2001 (the “Act”)). You further represent that you will adopt appropriate policies, procedures and internal controls to be fully compliant with any additional laws, rules terrorism or regulations, including the Bank Secrecy Act, to which it may become subjectmoney laundering activities. (e) In the event you receive notice that the Prospectus relating to an offering is being amended by the Issuer, you shall either await receipt of the amended Prospectus before providing the same to customers, or if a Prospectus has previously been provided to your customers, provide the amended Prospectus to your customers immediately upon receipt thereof from the IssuerIssuer (except for persons for whom you or your affiliates act on a discretionary or fiduciary basis). (f) The information contained in any Permitted Free Writing Prospectus prepared by you in connection with any offering of Securities, and not otherwise authorized by us, will be consistent in all material respects with our previous filings with the SEC, including but not limited to “issuer free writing prospectuses” as that term is defined in Rule 433(h)(1) under the 1933 Act and prospectuses filed pursuant to Rule 424 under the 1933 Act.

Your representations to us. Each and every time you act as agent in connection with the sale of any of the Securities to one of your customers, you represent and warrant as follows: (a) In the case of accounts for which you act on a discretionary or fiduciary basis, you have been given full and absolute investment discretion or authority to purchase the Securities on behalf of such accounts or are acting for advised accounts for which the investor has made the investment decision. (b) You maintain and enforce policies designed to ensure compliance have complied with all applicable federal, state or local laws, rules or regulations (or rules of any self-regulatory organization) relating to maintenance of information and the suitability of the Securities for purchase by that customer. (bc) You maintain and enforce policies designed to ensure compliance will comply with all applicable provisions of the Employee Retirement Income Security Act, as amended by the Pension Protection Act of 2006 (“ERISA”), and the rules and regulations of the Department of Labor. (cd) You maintain and enforce policies designed to ensure compliance will comply with all applicable laws, rules and regulations, including the provisions of the 1933 Act and the 1934 Act and the rules and regulations of the Commission thereunder, the rules and regulations of any securities exchange having jurisdiction over the offering and the laws, rules and regulations of any applicable regulatory body. (de) You are a National Banking Association regulated by the Office of the Comptroller of the Currency exempt from registration as a broker-dealer under the 1934 Act. You represent and agree that you are now, and shall remain for so long as you are a party of this Agreement, regulated by a federal functional regulator (as such term is defined in 31 C.F.R. § 103.120(a)). You further represent and agree that you have implemented and currently maintain (and shall maintain for so long as you are a party to this Agreement) an anti-money laundering (“AML”) program (including, without limitation, an effective customer identification program) that satisfies the requirements of (i) Section 326 of the USA PATRIOT Act (Pub. L. 107-56) and the regulations promulgated thereunder and (ii) all applicable other federal, state or local laws, rules or regulations aimed at detecting or preventing the funding of its own jurisdiction including but not limited to, where applicable, the Bank Secrecy Act (as amended by the USA PATRIOT Act of 2001 (the “Act”)). You further represent that you will adopt appropriate policies, procedures and internal controls to be fully compliant with any additional laws, rules terrorism or regulations, including the Bank Secrecy Act, to which it may become subjectmoney laundering activities. (ef) In the event you receive notice that the Prospectus relating to an offering is being amended by the Issuer, you shall either await receipt of the amended Prospectus before providing the same to customers, or if a Prospectus has previously been provided to your customers, provide the amended Prospectus to your customers immediately upon receipt thereof from the IssuerIssuer (except for persons for whom you or your affiliates act on a discretionary or fiduciary basis). (fg) The information contained in any Permitted Free Writing Prospectus prepared by you in connection with any offering of Securities, and not otherwise authorized by us, will be consistent in all material respects with our previous filings with the SEC, including but not limited to “issuer free writing prospectuses” as that term is defined in Rule 433(h)(1) under the 1933 Act and prospectuses filed pursuant to Rule 424 under the 1933 Act.