CREDIT SUISSE. Credit Suisse represents and warrants to IMCO that (i) the retention of Credit Suisse by IMCO as contemplated by this Agreement is authorized by Credit Suisse's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Credit Suisse or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Credit Suisse and when executed and delivered by Credit Suisse will be a legal, valid and binding obligation of Credit Suisse, enforceable against Credit Suisse in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Credit Suisse is registered as an investment adviser under the Advisers Act; (v) Credit Suisse has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Credit Suisse and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Credit Suisse shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Credit Suisse is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Credit Suisse will promptly notify IMCO of the occurrence of any event that would disqualify Credit Suisse from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Credit Suisse has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Credit Suisse will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or xxxxxx of control of Credit Suisse, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Credit Suisse, in each case prior to or promptly after, such change; and (x) Credit Suisse has adequate disaster recovery and inter...
CREDIT SUISSE. Credit Suisse shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling xxxxxxs thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard of Credit Suisse in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Credit Suisse which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to IMCO or the Trust by Credit Suisse Indemnities (as defined below) for use therein. Credit Suisse shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); provided, however, that in no case is Credit Suisse's indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.
CREDIT SUISSE. LONDON BRANCH as agent of the other Finance Parties (the “Agent”); and
CREDIT SUISSE. By -------------------------- Name: Title: By -------------------------- Name: Title: THE FIRST NATIONAL BANK OF BOSTON By -------------------------- Name: Title: THE FUJI BANK, LIMITED By /s/ Xxxxx Xxxxxxxx -------------------------- Name: Xxxxx Xxxxxxxx Title: Vice President & Manager XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST By -------------------------- Name: Title:
CREDIT SUISSE. INTERNATIONAL as agent of the other Finance Parties (the “Agent”);
CREDIT SUISSE. ZUG as an acceding bilateral bank (the “Acceding Bilateral Bank”);
CREDIT SUISSE. CAYMAN ISLANDS BRANCH in its capacity as dollar swingline agent (the “Dollar Swingline Agent”);
CREDIT SUISSE. 042799 If at the time of such action the Port Authority has relet the premises, the rental for the premises obtained through such reletting shall be deemed to be the market rental value of the premises or be deemed to be the basis for computing such market rental value if less than the entire premises were relet provided that such reletting is to a third party which is unrelated to the Port Authority. In no event shall any credit allowed to the Lessee against its damages for any period exceed the then present value of the basic rental which would have been payable under this Agreement during such period if a termination or cancellation had not taken place. In determining the present value of basic and additional basic rental and the market rental value for purposes of this Section an interest rate of six percent (6%) per annum shall be used.
CREDIT SUISSE. International as security agent of the other Finance Parties (the “Security Agent”); and
CREDIT SUISSE. TRUST LIMITED, a company incorporated in Singapore with its registered office at 0 Xxxxxxx Xxxx #00-00 Xxxxxxxxx 000000 (“Trustee”), acting as trustee pursuant to the terms of the Settlement; and
