Common use of Non-Contravention; Compliance with Applicable Laws Clause in Contracts

Non-Contravention; Compliance with Applicable Laws. Customer is, and will at all times be, in compliance with (i) Applicable Law that relates to (A) felonies, (B) fraud, (C) activities related to the conduct of Customer’s business or (D) activities related to the securities industry, (ii) all orders and awards binding on Customer or its property that would have a material adverse effect on Customer or Customer’s ability to perform its Obligations under any Contract, (iii) Customer’s internal documents and policies (including organizational documents), and (iv) all material contracts (including this Agreement) or other instruments binding on or affecting Customer or any of its property. Further, Customer maintains adequate controls to be reasonably assured of such compliance. To the best of the Customer’s knowledge, other than the proceeding relating to the Xxxxx notice dated March 5, 2010 from the staff of the Securities & Exchange Commission, there are and have been no criminal or governmental enforcement proceedings, investigations, or other litigation pending or threatened which relate to (1) felonies, (2) fraud, (3) activities related to the conduct of Customer’s business or the business of Customer’s investment advisers or (4) activities related to the securities industry to which Customer or any Related Person is a party or to which any of the properties of Customer or any Related Person is subject. Further, to Customer’s knowledge, the education, employment and other qualifications for the officers for the Customer in the prospectus provided to any investors or otherwise made available by the Customer are correct and complete in all material respects.