Common use of Representations of Lender and ▇.▇ Clause in Contracts

Representations of Lender and ▇.▇. ▇▇▇▇▇▇ (a) Lender represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to enter into and perform its obligations under this Agreement, and to incur overdrafts as contemplated by this Agreement, and ▇▇▇▇▇ ▇ ▇▇▇▇ over assets as contemplated by Section 5.3; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is Lender’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 ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this 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) its execution, delivery, and performance of this Agreement shall at all times comply with Applicable Law, (vi) each Loan shall be, legally and validly entered into, and does not and shall not violate Applicable Law or judgment binding on Lender, or any provision of Lender’s charter or by-laws, or any agreement binding on Lender or affecting its property; (vii) it is lending Securities as principal and shall not, unless Lender has notified ▇.▇. ▇▇▇▇▇▇ that it is limiting or suspending lending authority for such Securities in accordance with Section 2.2(a), transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan under this Agreement; (viii) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; (ix) it is entitled to receive all Distributions on Securities eligible for lending under this Agreement; (x) it is a “qualified investor”within the meaning of Section 3(a)(54) of the Securities Exchange Act of 1934, as amended; and (xi) the representations and warranties to be given by ▇.▇. ▇▇▇▇▇▇ on Lender’s behalf as set out in the MSLAs are true and will continue to be true at all times until termination of ▇.▇. ▇▇▇▇▇▇’▇ authority to act as Lender’s agent as provided in this Agreement. Lender shall promptly identify to ▇.▇. ▇▇▇▇▇▇ by notice, which notice may be oral, any Securities that are no longer subject to the foregoing representations and if any representations and warranties as are set out in the MSLA cease to be true at any time.

Representations of Lender and ▇.▇. ▇▇▇▇▇▇ (a) Lender represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to enter into and perform its obligations under this Agreement, and to incur overdrafts as contemplated by this Agreement, and ▇▇▇▇▇ ▇ ▇▇▇▇ over assets as contemplated by Section 5.3; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is Lender’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 ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this 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) its the execution, delivery, and performance by it of this Agreement shall at all times comply with Applicable Law, (vi) each Loan shall be, legally and validly entered into, and does not and shall not violate Applicable Law or judgment binding on Lender, or any provision of Lender’s charter or by-laws, or any agreement binding on Lender or affecting its property; (vii) it is lending Securities as principal and shall notand, unless Lender has notified ▇.▇. ▇▇▇▇▇▇ that it is limiting or suspending lending authority for such Securities in accordance with Section 2.2(a), . shall not transfer, assign or encumber its interest in, or rights with respect to, any Securities available for Loan under this Agreement, except for rights granted to ▇.▇. ▇▇▇▇▇▇ under the Custody Agreement; (viiivii) it is the beneficial owner of all Securities or otherwise has the right to lend Securities; (ixviii) it is entitled to receive all Distributions on Securities eligible for lending under this Agreement; , (x) it is a “qualified investor”within the meaning of Section 3(a)(54) of the Securities Exchange Act of 1934, as amended; and (xiix) the representations and warranties to be given by ▇.▇. ▇▇▇▇▇▇ on Lender’s behalf as set out in the MSLAs attached as Appendices 6A and 6B are true and will continue to be true at all times until termination of ▇.▇. ▇▇▇▇▇▇’▇ authority to act as Lender’s agent as provided in this Agreement. Lender shall promptly identify to ▇.▇. ▇▇▇▇▇▇ by notice, which notice may be Securities Lending Agreement - JPMCB New York - General April 2015 Version oral, any Securities that are no longer subject to the foregoing representations and if any representations and warranties as are set out in the MSLA attached as Appendices 6A and 6B cease to be true at any time; and (x) no approved Borrower is an (A) “affiliated person” of the Lender as defined in Section 2(a)(3) of the Investment Company Act of 1940, as amended (the “1940 Act”), (B) a “promoter” of the Lender as defined in Section 2(a)(30) of the 1940 Act, (C) the “principal underwriter” of the Lender as defined in Section 2(a)(29) of the 1940 Act, or (D) an affiliated person of any such person.