Banking Laws. (a) If You are a Bank, You represent and warrant that, with respect to any and all transactions in Shares of the Fund pursuant to this Agreement, it is understood and agreed in each case that unless otherwise agreed to by us in writing: (i) You shall be acting solely as agent for the account of Your customer; (ii) each transaction shall be initiated solely upon the order of Your customer; (iii) We shall execute transactions only upon receiving instructions from You acting as agent for Your customer; (iv) as between You and Your customer, Your customer will have full beneficial ownership of all Shares; (v) each transaction shall be for the account of Your customer and not for Your account; (vi) each order will comply with the applicable terms and conditions governing the placement of orders as set forth in the Prospectus including restrictions on frequent trading, imposition of redemption fees and maintenance of account balance minimums; and (vii) You are legally permitted to receive all compensation contemplated by this Agreement and, if acting as a fiduciary, the receipt of such compensation is consistent with Your fiduciary obligations.
(b) If You are a Bank or distributing through a Bank affiliate, You or the affiliate represent and warrant that You or the affiliate are: (i) not in violation of any banking law, rule or regulations as to which You are subject and that the transactions contemplated by this Agreement will not result in any violations of any banking law, rule or regulation, and (ii) exempt from registration under the 1934 Act as a broker-dealer and will continue to be exempt from registration as long as this Agreement is in effect. You agree to notify us immediately in the event that You are no longer exempt from registration under the 1934 Act as a broker-dealer. We shall have the right to terminate this Agreement immediately upon receipt of information that You are no longer exempt from registration under the 1934 Act as a broker-dealer.
(c) You further represent and warrant to us that You will use Your best efforts to ensure that any purchase of Shares by Your customers constitutes a suitable investment for such customers.
Banking Laws. Each of the provisions of this Agreement is subject to and shall be enforced in compliance with applicable banking laws.
Banking Laws. If you are a Bank or distributing through a Bank affiliate, you or the affiliate represent and warrant that you or the affiliate are not in violation of any banking law, rule or regulations as to which you are subject and that the transactions contemplated by this Agreement will not result in any violations of any banking law, rule or regulation.
Banking Laws. On the date of each Loan and issuance of each Letter of Credit and after giving effect thereto, each Lender's Loan and the Agent's Letter of Credit shall be, in the reasonable opinion of such Lender or the Agent, as applicable, in full compliance with all banking Laws applicable to such Loan or issuance of such Letter of Credit and neither the making of such Loan, the issuance of such Letter of Credit, nor the use of the proceeds thereof shall violate or be inconsistent with any banking Law applicable to such Loan or issuance of such Letter of Credit.
Banking Laws. Borrower shall (a) ensure, and cause each affiliate to ensure, that no person who owns a controlling interest in or otherwise controls Borrower or any affiliate is or shall be listed on the “Specially Designated Nationals and Blocked Person List” or other similar lists maintained by OFAC, the Department of the Treasury, or included in any Executive Orders, (b) not use or permit the use of the proceeds of the Loans to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply, and cause each affiliate to comply, with all applicable Bank Secrecy Act laws and regulations, as amended.
