Common use of Customer Clause in Contracts

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, that (i) it or the relevant investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, covenants that (i) it or the relevant investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions. (d) Customer represents and warrants that this Agreement has been duly authorized, executed and delivered by the Customer, constitutes a valid and legally binding obligation of the Customer, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, covenants that (i) it its Parent Fund or the relevant its investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series each Customer and its Parent Fund is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions. (d) Customer represents and warrants that this Agreement has been duly authorized, executed and delivered by the Customer, constitutes a valid and legally binding obligation of the Customer, enforceable in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law affecting the enforcement of creditors’ rights generally, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, covenants that (i) it or the relevant investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions. (d) Customer hereby represents, warrants and covenants, which shall be continuing and shall be deemed to be reaffirmed upon each Instruction given by the applicable Customer, that: (i) Its delivery of Possessed Securities and Investment Files (and the Documentation therein) to BNY Mellon hereunder complies with all applicable laws, rules and regulations, both state and federal, including all applicable anti-money laundering laws and regulations; and (ii) It will not include in Investment Files anything other than Documentation.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, covenants that (i) it or based on the relevant investment manager has determined for the Customer that the custody arrangements Central Securities Depository Risk Review information related to certain Depositories expected to maintain, on behalf of each Depository maintaining Customer, “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act) provided by BNY Mellon prior to the effective date of this Agreement, it or the relevant investment manager has determined that the custody arrangements of each such Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, covenants that (i) it or the relevant investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act▇▇▇▇ ▇▇▇) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions. (d) Customer represents and warrants that this Agreement has been duly authorized, executed and delivered by the Customer, constitutes a valid and legally binding obligation of the Customer, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms. (b) Customer represents, warrants and covenants, which representations representations, warranties and warranties covenants shall be deemed to be continuing, that (i) it or the relevant investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; Agreement and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, covenants that (i) it or the relevant investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions. (d) Customer hereby represents, warrants and covenants, which shall be continuing and shall be deemed to be reaffirmed upon each Instruction given by the applicable Customer, that: (i) Its delivery of Possessed Securities and Investment Files (and the Documentation therein) to BNY Mellon hereunder complies with all applicable laws, rules and regulations, both state and federal, including all applicable anti-money laundering laws and regulations; and (ii) It will not include in Investment Files anything other than Documentation.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; Agreement and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its termsAgreement. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, covenants that (i) it or the relevant investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act▇▇▇▇ ▇▇▇) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, or operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions. (d) Customer hereby represents, warrants and covenants, which shall be continuing and shall be deemed to be reaffirmed upon each Instruction given by the applicable Customer, that: (i) Its delivery of Possessed Securities and Investment Files (and the Documentation therein) to BNY Mellon hereunder complies with all applicable laws, rules and regulations, both state and federal, including all applicable anti-money laundering laws and regulations; and (ii) It will not include in Investment Files anything other than Documentation.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms; and (d) it is conducting its business in material compliance with all applicable laws and regulations, both state and federal, with which pursuant to the terms of such law or regulation it is required to comply, and it has obtained all material regulatory licenses, approvals and consents necessary to carry on its business as now conducted. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, covenants that (i) it or the relevant investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act▇▇▇▇ ▇▇▇) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in material compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions.

Customer. (a) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; and (iii) the individual executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms. (b) Customer represents, warrants and covenants, which representations and warranties shall be deemed to be continuing, covenants that (i) it or the relevant investment manager has determined for the Customer that the custody arrangements of each Depository maintaining “Foreign Assets” (as defined in Rule 17f-5 under the 1940 Act) provide reasonable safeguards against the custody risks associated with maintaining assets with such Depository within the meaning of Rule 17f-7 under the 1940 Act and (ii) it shall manage its borrowings, including without limitation any advance or overdraft (including any daylight overdraft) in an Account, so that the aggregate of its total borrowings for each Series do not exceed the amount such Series is permitted to borrow under the 1940 Act. (c) Customer represents and warrants, which representations and warranties shall be deemed to be continuing, warrants that all actions taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer (including, any offer, sale or distribution of the shares of, or interest in, Customer, and the commingling of assets of the investors in Customer for investment purposes) shall be done in compliance with all applicable U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions. (d) Customer represents and warrants that it has fully examined and evaluated the tax consequences of commingling assets of investors in Customer for investment purposes. (e) Customer represents, warrants and covenants that it is not: (i) an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Part 4 of Subtitle B of Title I of ERISA; (ii) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”); (iii) an entity whose underlying assets include the assets of any such “employee benefit plan” or “plan” by reason 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, or successor guidance; or (iv) an entity subject to federal, state, local or foreign law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code (a “Similar Law”) (persons described in any of clauses (i) through (iv), a “Plan Customer”). Customer will notify Custodian as soon as administratively possible if and when a determination is made by the Customer that the above representation is, or has become, untrue and, in such event, the provisions of Section 13.2(e) below shall apply. (f) If Customer is or becomes a Plan Customer, then the Customer represents, warrants and covenants that: (i) Customer (or its duly appointed investment manager) shall assure that any transaction involving any Assets shall comply with ERISA, the Code and any Similar Law including Sections 404 and 406 of ERISA and Section 4975 of the Code; and (ii) Customer shall be solely responsible for furnishing to each of its investors subject to ERISA (if applicable) or to any Similar Law (if applicable) all information needed to file the annual report required by Section 104(a)(1) of ERISA, including any filing pursuant to 29 C.F.R. Section 2520.103-12 or successor regulations, or any report or filing required by any Similar Law, as the case may be.