Common use of Representations of Customer and ▇ Clause in Contracts

Representations of Customer and ▇. ▇. ▇▇▇▇▇▇ (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 ▇.▇. ▇▇▇▇▇▇ as its custodian in accordance with the terms of this Custody Agreement, to borrow money (both any short term or intraday borrowings in order to settle transactions prior to receipt of covering funds) and ▇▇▇▇▇ ▇ ▇▇▇▇ over Financial Assets as contemplated by Section 4.3; (ii) assuming execution and delivery of this Custody Agreement by ▇.▇. ▇▇▇▇▇▇, this Custody 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 Custody Agreement; (iii) it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this Custody Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇; (iv) ▇.▇. ▇▇▇▇▇▇ may rely upon the certification of such other facts as may be required to administer ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Custody Agreement and Customer shall indemnify ▇.▇. ▇▇▇▇▇▇ against all losses, liability, claims or demands arising directly or indirectly from any such certifications; and (v) it is a resident of the U.S. and shall notify ▇.▇. ▇▇▇▇▇▇ of any changes in residency. (b) ▇.▇. ▇▇▇▇▇▇ represents and warrants that (i) assuming execution and delivery of this Custody Agreement by Customer, this Custody Agreement is ▇.▇. ▇▇▇▇▇▇’▇ 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 Custody Agreement.

Representations of Customer and ▇. ▇. ▇▇▇▇▇▇ (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 ▇.▇. ▇▇▇▇▇▇ as its custodian in accordance with the terms of this Custody Agreement, and to borrow money (both any either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds) and ), ▇▇▇▇▇ ▇ ▇▇▇▇ over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Custody Agreement by ▇.▇. ▇▇▇▇▇▇, this Global Custody Agreement — JPMCB New York — CTC Platform — April 2010 Agreement is Customer’s legal, valid and binding obligation, enforceable against Customer 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 Custody Agreement; Agreement (iii) it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this Custody Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇; (iv) it is a resident of the United States and shall notify ▇.▇. ▇▇▇▇▇▇ of any changes in residency, (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 and (vi) as of the date hereof, none of Customer’s assets and at all times, none of Customer’s assets will constitute, directly or indirectly, plan assets subject to the fiduciary responsibility and prohibited transaction sections of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the prohibited transaction provisions of the Internal Revenue Code of 1986, as amended (the “Code”) or any federal, state, local or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code. ▇.▇. ▇▇▇▇▇▇ may rely upon the certification of such other facts as may be required to administer ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Custody Agreement and Customer shall indemnify ▇.▇. ▇▇▇▇▇▇ against all losses, liability, claims or demands arising directly or indirectly from any such certifications; and (v) it is a resident of the U.S. and shall notify ▇.▇. ▇▇▇▇▇▇ of any changes in residency. (b) ▇.▇. ▇▇▇▇▇▇ represents and warrants that (i) assuming execution and delivery of this Custody Agreement by Customer, this Custody Agreement is ▇.▇. ▇▇▇▇▇▇’▇ legal, valid and binding obligation, enforceable in accordance with its terms obligation and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Custody Agreement.