Securities Depositories and Other Agents. 5.1 Appointment of Subcustodians; Use of Securities Depositories. --- -------------------------------------------------------------
Securities Depositories and Other Agents
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Subcustodians Securities Depositories and Other Agents 5.1 Appointment of Subcustodians; Use of Securities Depositories
Non-Reliance on Agent and Other Banks Each Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.
Lending and Other Relationship Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) neither the Company nor any of its subsidiaries has any lending or similar relationship with any Underwriter or any bank or other lending institution affiliated with any Underwriter; (ii) the Company will not, directly or indirectly, use any of the proceeds from the sale of the Securities by the Company hereunder to reduce or retire the balance of any loan or credit facility extended by any Underwriter or any of its “affiliates” or “associated persons” (as such terms are used in FINRA Rule 5121) or otherwise direct any such proceeds to any Underwriter or any of its “affiliates” or “associated persons” (as so defined); and (iii) there are and have been no transactions, arrangements or dealings between the Company or any of its subsidiaries, on one hand, and any Underwriter or any of its “affiliates” or “associated persons” (as so defined), on the other hand, that, under FINRA Rule 5110 or 5121, must be disclosed in a submission to FINRA in connection with the offering of the Securities contemplated hereby or disclosed in the Registration Statement, the General Disclosure Package or Prospectus.
Administrative Agent and Other Agents SECTION 9.01. Appointment and Authorization of Agents 115 SECTION 9.02. Delegation of Duties 116 SECTION 9.03. Liability of Agents 117 SECTION 9.04. Reliance by Agents 117 SECTION 9.05. Notice of Default 117 SECTION 9.06. Credit Decision; Disclosure of Information by Agents 118 SECTION 9.07. Indemnification of Agents 118 SECTION 9.08. Agents in their Individual Capacities 119 SECTION 9.09. Successor Agents 119 SECTION 9.10. Administrative Agent May File Proofs of Claim 120 SECTION 9.11. Collateral and Guaranty Matters 121 SECTION 9.12. Other Agents; Arrangers and Managers 121 SECTION 9.13. Appointment of Supplemental Administrative Agents 122 ARTICLE X MISCELLANEOUS SECTION 10.01. Amendments, Etc. 123 SECTION 10.02. Notices and Other Communications; Facsimile Copies 124 SECTION 10.03. No Waiver; Cumulative Remedies 126 SECTION 10.04. Attorney Costs, Expenses and Taxes 126 SECTION 10.05. Indemnification by the Borrower 126 SECTION 10.06. Payments Set Aside 127 SECTION 10.07. Successors and Assigns 128 SECTION 10.08. Confidentiality 134 SECTION 10.09. Setoff 135 SECTION 10.10. Interest Rate Limitation 135 SECTION 10.11. Counterparts 136 SECTION 10.12. Integration 136 SECTION 10.13. Survival of Representations and Warranties 136 SECTION 10.14. Severability 136 SECTION 10.15. Tax Forms 136 SECTION 10.16. Governing Law 139 SECTION 10.17. Waiver of Right to Trial by Jury 139 SECTION 10.18. Binding Effect 139 SECTION 10.19. Lender Action 140 SECTION 10.20. USA PATRIOT Act 140 SECTION 10.21. No Fiduciary Relationship 140 SCHEDULES I Guarantors 1.01A Certain Security Interests and Guarantees
Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
Recordkeeping and Other Information FTIS shall create, maintain and preserve all necessary records in accordance with all applicable laws, rules and regulations. Such records are the property of the Investment Company, and FTIS will promptly surrender them to the Investment Company upon request or upon termination of this Agreement. In the event of such a request or termination, FTIS shall be entitled to make and retain copies of all records surrendered, and to be reimbursed by the Investment Company for reasonable expenses actually incurred in making such copies. FTIS will take reasonable actions to maintain the confidentiality of the Investment Company's records, which may nevertheless be disclosed to the extent required by law or by this Agreement, or to the extent permitted by the Investment Company.
Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises.
SEC and Other Reports promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;
