Common use of Representations and Certain Agreements Clause in Contracts

Representations and Certain Agreements. 2.1 Principal represents that, with respect to the Account, Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein. 2.2 Custodian represents that it (i) is organized under the laws of the United States and has its principal place of business in the United States; (ii) is a bank within the meaning of §202(a)(2) of the Investment Advisers Act of 1940, as amended, and §2(a)(5) of the Act; and (iii) has equity capital in excess of $1 million. 2.3 Principal and Custodian agree that the Account is a “securities account” within the meaning of UCC §8-501 and Custodian is a “securities intermediary” within the meaning of UCC §8-102 with respect to the Account. 2.4 Custodian represents that it is eligible to serve as a custodian for a management investment company registered under the Act. 2.5 Principal and Custodian agree that references in this Agreement to Principal shall mean Principal acting individually and separately on behalf of each Fund. Except as otherwise agreed, each reference herein to accounts and to Securities and cash shall mean the accounts, Securities and cash maintained, received, delivered and held separately for a Fund and not on an omnibus basis or aggregate basis for all of the Funds. Principal and the Custodian agree that Principal shall be the primary obligor with respect to any obligations of Principal or any Fund specified in this Agreement; provided, however, the obligations of Principal with respect to a Fund shall be limited to the extent such obligations relate to the accounts or transactions of that Fund. Custodian may seek to enforce the obligations of Principal in respect to a Fund’s accounts and transactions effected under this Agreement directly against the accounts and the Securities and cash held hereunder for the Fund but only to the extent such obligations relate to the transactions of that Fund. Upon request, Principal shall reasonably identify how any obligation of Principal provided under this Agreement should be allocated to a Fund or to any accounts maintained hereunder for such Fund.

Representations and Certain Agreements. 2.1 Principal represents that, with respect to the Account, Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein. 2.2 Custodian represents that it (i) is organized under the laws of the United States and has its principal place of business in the United States; (ii) is a bank within the meaning of §202(a)(2) of the Investment Advisers Act of 1940, as amended, and §2(a)(5) of the Act; and (iii) has equity capital in excess of $1 million. 2.3 Principal and Custodian agree that the Account is a “"securities account” " within the meaning of UCC §8-501 and Custodian and each Sub-Custodian is a “"securities intermediary” " within the meaning of UCC §8-102 with respect to the Account. 2.4 Custodian represents that it is eligible to serve as a custodian for a management investment company registered under the Act. 2.5 Principal and Custodian agree that references in this Agreement to Principal shall mean Principal acting individually and separately on behalf of each Fund. Except as otherwise agreed, each reference herein to accounts and to Securities and cash shall mean the accounts, Securities and cash maintained, received, delivered and held separately for a Fund and not on an omnibus basis or aggregate basis for all of the Funds. Principal and the Custodian agree that Principal shall be the primary obligor with respect to any obligations of Principal or any Fund specified in this Agreement; provided, however, the obligations of Principal with respect to a Fund shall be limited to the extent such obligations relate to the accounts or transactions of that Fund. Custodian may seek to enforce the obligations of Principal in respect to a Fund’s 's accounts and transactions effected under this Agreement directly against the accounts and the Securities and cash held hereunder for the Fund but only to the extent such obligations relate to the transactions of that FundFund and only to the extent that Principal has not otherwise met such obligations. Upon request, Principal shall reasonably identify how any obligation of Principal provided under this Agreement should be allocated to a Fund or to any accounts maintained hereunder for such Fund. Principal and Custodian agree that no Fund shall be liable under this agreement for the obligations of any other Fund. Principal and Custodian agree that neither the shareholders of a Fund nor the trustees of the Principal shall be personally liable hereunder.

Representations and Certain Agreements. 2.1 Principal represents that, with respect to the Account, Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein. 2.2 Custodian represents that it (i) is organized under the laws of the United States and has its principal place of business in the United States; (ii) is a bank within the meaning of §202(a)(2) of the Investment Advisers Act of 1940, as amended, and §2(a)(5) of the Act; and (iii) has equity capital in excess of $1 million. 2.3 Principal and Custodian agree that the Account is a “securities account” within the meaning of UCC §8-501 and Custodian is a “securities intermediary” within the meaning of UCC §8-102 with respect to the Account. 2.4 Custodian represents that it is eligible to serve as a custodian for a management investment company registered under the Act. 2.5 Principal and Custodian agree that references in this Agreement to Principal shall mean Principal acting individually and separately on behalf of each Fund. Except as otherwise agreed, each reference herein to accounts and to Securities and cash shall mean the accounts, Securities and cash maintained, received, delivered and held separately for a Fund and not on an omnibus basis or aggregate basis for all of the Funds. Principal and the Custodian agree that Principal shall be the primary obligor with respect to any obligations of Principal or any Fund specified in this Agreement; provided, however, the obligations of Principal with respect to a Fund shall be limited to the extent such obligations relate to the accounts or transactions of that Fund. Custodian may seek to enforce the obligations of Principal in respect to a Fund’s accounts and transactions effected under this Agreement directly against the accounts and the Securities and cash held hereunder for the Fund but only to the extent such obligations relate to the transactions of that FundFund and only to the extent that Principal has not otherwise met such obligations. Upon request, Principal shall reasonably identify how any obligation of Principal provided under this Agreement should be allocated to a Fund or to any accounts maintained hereunder for such Fund. Principal and Custodian agree that no Fund shall be liable under this agreement for the obligations of any other Fund. Principal and Custodian agree that neither the shareholders of a Fund nor the trustees of the Principal shall be personally liable hereunder.

Representations and Certain Agreements. 2.1 Principal represents that(a) Assignee's Representations, Warranties and Agreements. Assignee represents, warrants and agrees to and with respect Assignor as follows: (i) Assignee has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and consummate the Accounttransactions contemplated by, Principal is authorized this Agreement; (ii) the making and performance by Assignee of this Agreement and all documents required to be executed and delivered by it hereunder do not and will not violate any law or regulation of the jurisdiction of its organization or any other law or regulation applicable to it; (iii) this Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligations of the Assignee, enforceable against it in accordance with its terms; (iv) all approvals and authorizations of, all filings with and all actions by any governmental or other administrative or judicial authority necessary for the validity or enforceability of Assignee's obligations under this Agreement have been obtained; (v) Assignee has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements and compliance certificates delivered pursuant to Sections 6.1(a), (b), (c) and (d) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (vi) Assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to retain Custodian on Agent by the terms and conditions and for the purposes described herein.thereof, together with such powers as are reasonably incidental thereto; and 2.2 Custodian represents (vii) Assignee agrees that it (i) is organized under will perform in accordance with their terms all the laws obligations which by the terms of the United States Credit Agreement are required to be performed by it as a Lender, including, without limitation, obligations to make Loans and has its principal place of business in fund LC Draw Obligations to the United States; (ii) is a bank within the meaning of §202(a)(2) full amount of the Investment Advisers Act of 1940, as amended, and §2(a)(5) portion of the Act; and (iii) has equity capital in excess of $1 millionCommitments acquired by Assignee. 2.3 Principal and Custodian agree that the Account is a “securities account” within the meaning of UCC §8-501 and Custodian is a “securities intermediary” within the meaning of UCC §8-102 with respect to the Account. 2.4 Custodian represents that it is eligible to serve as a custodian for a management investment company registered under the Act. 2.5 Principal and Custodian agree that references in this Agreement to Principal shall mean Principal acting individually and separately on behalf of each Fund. Except as otherwise agreed, each reference herein to accounts and to Securities and cash shall mean the accounts, Securities and cash maintained, received, delivered and held separately for a Fund and not on an omnibus basis or aggregate basis for all of the Funds. Principal and the Custodian agree that Principal shall be the primary obligor with respect to any obligations of Principal or any Fund specified in this Agreement; provided, however, the obligations of Principal with respect to a Fund shall be limited to the extent such obligations relate to the accounts or transactions of that Fund. Custodian may seek to enforce the obligations of Principal in respect to a Fund’s accounts and transactions effected under this Agreement directly against the accounts and the Securities and cash held hereunder for the Fund but only to the extent such obligations relate to the transactions of that Fund. Upon request, Principal shall reasonably identify how any obligation of Principal provided under this Agreement should be allocated to a Fund or to any accounts maintained hereunder for such Fund.

Representations and Certain Agreements. 2.1 Principal represents that, with respect to the Account, Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein. 2.2 Custodian represents that it (i) is organized under the laws of the United States and has its principal place of business in the United States; (ii) is a bank within the meaning of §202(a)(2) of the Investment Advisers Act of 1940, as amended, and §2(a)(5) of the Act; and (iii) has equity capital in excess of $1 million. 2.3 Principal and Custodian agree that the Account is a “securities account” within the meaning of UCC §8-501 and Custodian and each Sub-Custodian is a “securities intermediary” within the meaning of UCC §8-102 with respect to the Account. 2.4 Custodian represents that it is eligible to serve as a custodian for a management investment company registered under the Act. 2.5 Principal and Custodian agree that references in this Agreement to Principal shall mean Principal acting individually and separately on behalf of each Fund. Except as otherwise agreed, each reference herein to accounts and to Securities and cash shall mean the accounts, Securities and cash maintained, received, delivered and held separately for a Fund and not on an omnibus basis or aggregate basis for all of the Funds. Principal and the Custodian agree that Principal shall be the primary obligor with respect to any obligations of Principal or any Fund specified in this Agreement; provided, however, the obligations of Principal with respect to a Fund shall be limited to the extent such obligations relate to the accounts or transactions of that Fund. Custodian may seek to enforce the obligations of Principal in respect to a Fund’s accounts and transactions effected under this Agreement directly against the accounts and the Securities and cash held hereunder for the Fund but only to the extent such obligations relate to the transactions of that Fund. Upon request, Principal shall reasonably identify how any obligation of Principal provided under this Agreement should be allocated to a Fund or to any accounts maintained hereunder for such Fund.. UNION BANK INSTITUTIONAL CUSTODY SERVICES

Representations and Certain Agreements. 2.1 Principal represents that, with respect to the Account, Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein. 2.2 Custodian represents that it (i) is organized under the laws of the United States and has its principal place of business in the United States; (ii) is a bank within the meaning of §202(a)(2) of the Investment Advisers Act of 1940, as amended, and §2(a)(5) of the Act; and (iii) has equity capital in excess of $1 million. 2.3 Principal and Custodian agree that the Account is a “"securities account” " within the meaning of UCC §8-501 and Custodian and each Sub-Custodian is a “"securities intermediary” " within the meaning of UCC §8-102 with respect to the Account. 2.4 Custodian represents that it is eligible to serve as a custodian for a management investment company registered under the Act. 2.5 Principal and Custodian agree that references in this Agreement to Principal shall mean Principal acting individually and separately on behalf of each Fund. Except as otherwise agreed, each reference herein to accounts and to Securities and cash shall mean the accounts, Securities and cash maintained, received, delivered and held separately for a Fund and not on an omnibus basis or aggregate basis for all of the Funds. Principal and the Custodian agree that Principal shall be the primary obligor with respect to any obligations of Principal or any Fund specified in this Agreement; provided, however, the obligations of Principal with respect to a Fund shall be limited to the extent such obligations relate to the accounts or transactions of that Fund. Custodian may seek to enforce the obligations of Principal in respect to a Fund’s 's accounts and transactions effected under this Agreement directly against the accounts and the Securities and cash held hereunder for the Fund but only to the extent such obligations relate to the transactions of that Fund. Upon request, Principal shall reasonably identify how any obligation of Principal provided under this Agreement should be allocated to a Fund or to any accounts maintained hereunder for such Fund.