Common use of Authorization of Agreements; Absence of Defaults and Conflicts Clause in Contracts

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement and the Investment Management Agreement has each been duly and validly authorized, executed and delivered by the Investment Manager, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which the Investment Manager is a party constitute valid and legally binding obligations of the Investment Manager, enforceable against the Investment Manager in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Management Agreement or the Fee Agreements to which the Investment Manager is a party nor the performance by the Investment Manager of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Manager is a party or by which it is bound, the organizational documents of the Investment Manager, or to the Investment Manager’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Manager or its properties or operations, except where such breach or default would not have a material adverse effect on the Investment Manager’s ability to perform the services contemplated by this Agreement, the Investment Management Agreement or the Fee Agreements to which it is a party; and

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement and Agreement, the Investment Management Agreement and the Fee Agreements has each been duly and validly authorized, executed and delivered by the Investment Manager, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which each of this Agreement, the Investment Manager is a party Management Agreement and the Fee Agreements constitute valid and legally binding obligations of the Investment Manager, enforceable against the Investment Manager in accordance with their respective its terms, and neither the execution and delivery of any of this Agreement, the Investment Management Agreement or the Fee Agreements to which the Investment Manager is a party nor the performance by the Investment Manager of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, (i) any agreement or instrument to which the Investment Manager is a party or by which it is bound, (ii) the organizational governing documents of the Investment Manager, or to the Investment Manager’s knowledge, by (iii) any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Manager or its properties or operations, except in the case of (i) or (iii) above where such breach or default (x) would not have a material adverse effect on the Investment Manager’s ability to provide services to the Fund, to consummate the transactions herein contemplated or to perform the services contemplated by its obligations under this Agreement, the Investment Management Agreement or the Fee Agreements to which it is a party; and(y) would not have an Investment Manager Material Adverse Effect.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement and Agreement, the Investment Management Agreement has each been duly and validly authorized, executed and delivered by the Investment ManagerAdvisor, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which the Investment Manager is a party constitute valid and legally binding obligations of the Investment Manager, Advisor; the Investment Management Agreement is enforceable against the Investment Manager Advisor in accordance with their respective its terms, and neither the execution and delivery of any of this Agreement, the Investment Management Agreement Agreement, or the Fee Agreements to which the Investment Manager is Advisor is, or will be, a party nor the performance by the Investment Manager Advisor of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Manager Advisor is a party or by which it is bound, the organizational documents of the Investment ManagerAdvisor, or to the Investment Manager’s knowledgeor, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Manager Advisor or its properties or operations, except where such breach or default would not have a material adverse effect on the Investment ManagerAdvisor’s ability to perform the services contemplated by this Agreement, the Investment Management Agreement or the Fee Agreements to which it is a party; and.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this This Agreement and the Investment Management Advisory Agreement has each been duly and validly authorized, executed and delivered by the Investment ManagerAdviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which the Investment Manager Adviser is a party constitute valid and legally binding obligations of the Investment ManagerAdviser, enforceable against the Investment Manager Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Management Advisory Agreement or the Fee Agreements to which the Investment Manager Adviser is a party nor the performance by the Investment Manager Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Manager Adviser is a party or by which it is bound, the organizational documents of the Investment ManagerAdviser, or to the Investment ManagerAdviser’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Manager Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on the Investment ManagerAdviser’s ability to perform the services contemplated by this Agreement, the Investment Management Advisory Agreement or the Fee Agreements to which it is a party; and