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

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Subadvisory Agreement to which Mxxxxxx is a party have each been duly authorized, executed and delivered by Mxxxxxx, and, assuming due authorization, execution and delivery by the other parties thereto, this Agreement and the Subadvisory Agreement to which Mxxxxxx is a party constitute valid and binding obligations of Mxxxxxx, each enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Subadvisory Agreement to which Mxxxxxx is a party nor the performance by Mxxxxxx 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 Mxxxxxx is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Mxxxxxx Material Adverse Effect), the limited liability company agreement or other organizational document of Mxxxxxx, or to Mxxxxxx’x knowledge, 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 Mxxxxxx or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by Mxxxxxx of the transactions contemplated by this Agreement or the Subadvisory Agreement to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement, the Sub-Advisory Agreement and the Subadvisory Additional Compensation Agreement to which Mxxxxxx is a party have each been duly authorized, executed and delivered by Mxxxxxx, and, assuming due authorization, execution and delivery by the other parties each Adviser that is a party thereto, this and the Management Agreement, the Sub-Advisory Agreement and the Subadvisory Additional Compensation Agreement to which Mxxxxxx is each constitute a party constitute valid and binding obligations obligation of Mxxxxxxeach respective Adviser, each enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement, the Sub-Advisory Agreement or the Subadvisory Additional Compensation Agreement to which Mxxxxxx is a party nor the performance by Mxxxxxx either of the Advisers 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 Mxxxxxx either Adviser is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Mxxxxxx Material Adverse Effect)the agreement and articles of organization, the limited liability company agreement operating agreement, the bylaws or other organizational document documents of Mxxxxxxeach Adviser, or to Mxxxxxx’x each Adviser'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 Mxxxxxx the Advisers or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by Mxxxxxx the Advisers of the transactions contemplated by this Agreement, the Management Agreement, the Sub-Advisory Agreement or and the Subadvisory Agreement to which it is a partyAdditional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, the Subadvisory Agreement and the Subadvisory Agreement to which Mxxxxxx is a party Structuring Fee Agreements have each been duly authorized, executed and delivered by Mxxxxxxthe Adviser, and, and assuming due authorization, execution and delivery by the other parties thereto, this Agreement and the Subadvisory Agreement to which Mxxxxxx is a party such agreements constitute valid and binding obligations of Mxxxxxxthe Adviser, each enforceable in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement or Agreement, the Investment Management Agreement, the Subadvisory Agreement to which Mxxxxxx is a party and the Structuring Fee Agreements nor the performance by Mxxxxxx the 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 Mxxxxxx the Adviser is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Mxxxxxx Material Adverse Effect), the limited liability company agreement or other organizational document documents of Mxxxxxxthe Adviser, or to Mxxxxxx’x 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 Mxxxxxx the Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by Mxxxxxx the Adviser of the transactions contemplated by this Agreement or Agreement, the Investment Management Agreement, the Subadvisory Agreement to which it is a party, and the Structuring Fee Agreements or except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Subadvisory Advisory Agreement to which Mxxxxxx is a party have each been duly authorized, executed and delivered by Mxxxxxxthe Adviser, and, and (assuming due authorization, execution and delivery by each of the other parties thereto, this ) the Advisory Agreement and the Subadvisory Agreement to which Mxxxxxx is constitutes a party constitute valid and binding obligations obligation of Mxxxxxxthe Adviser, each enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and except as any rights to indemnity or contribution may be limited by federal and state securities laws and public policy considerations; and neither the execution and delivery of this Agreement or the Subadvisory Advisory Agreement to which Mxxxxxx is a party nor the performance by Mxxxxxx the 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, (i) any agreement or instrument to which Mxxxxxx the Adviser is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Mxxxxxx Material Adverse Effect)ii) the certificate of incorporation, the limited liability company agreement by-laws or other organizational document documents of Mxxxxxxthe Adviser, or (iii) to Mxxxxxx’x the Adviser'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 Mxxxxxx the Adviser or its properties or operationsoperations other than, with respect to clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, be expected to cause an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by Mxxxxxx the Adviser of the transactions contemplated by this Agreement or the Subadvisory Agreement to which it is a partyAdvisory Agreement, except as have been obtained or will have been obtained prior to the Closing Time or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, the ML Structuring Fee Agreement and the Subadvisory Agreement to which Mxxxxxx is a party Structuring Fee Agreements have each been duly authorized, executed and delivered by Mxxxxxxthe Manager, and, and assuming due authorization, execution and delivery by the other parties thereto, this Agreement and the Subadvisory Agreement to which Mxxxxxx is a party such agreements constitute valid and binding obligations of Mxxxxxxthe Manager, each enforceable in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement, the Investment Management Agreement, the ML Structuring Fee Agreement or and the Subadvisory Agreement to which Mxxxxxx is a party Structuring Fee Agreements nor the performance by Mxxxxxx the 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 Mxxxxxx the Manager is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Mxxxxxx Material Adverse Effect), the limited liability company agreement or other organizational document documents of Mxxxxxxthe Manager, or to Mxxxxxx’x 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 Mxxxxxx the Manager or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by Mxxxxxx the Manager of the transactions contemplated by this Agreement, the Investment Management Agreement, the ML Structuring Fee Agreement and the Structuring Fee Agreements or the Subadvisory Agreement to which it is a party, except as have been obtained or may be required under by the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 ActNFA Rules and Regulations, the NYSE MKT or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Subadvisory Agreement to which Mxxxxxx Mercury is a party have each been duly authorized, executed and delivered by MxxxxxxMercury, and, assuming due authorization, execution and delivery by the other parties thereto, this Agreement and the Subadvisory Agreement to which Mxxxxxx Mercury is a party constitute valid and binding obligations of MxxxxxxMercury, each enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Subadvisory Agreement to which Mxxxxxx Mercury is a party nor the performance by Mxxxxxx Mercury 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 Mxxxxxx Mercury is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Mxxxxxx Mercury Material Adverse Effect), the limited liability company agreement articles of incorporation or other organizational document of MxxxxxxMercury, or to Mxxxxxx’x Mercury’s knowledge, 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 Mxxxxxx Mercury or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by Mxxxxxx Mercury of the transactions contemplated by this Agreement or the Subadvisory Agreement to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Subadvisory Agreement to which Mxxxxxx BAMCO is a party have each been duly authorized, executed and delivered by MxxxxxxBAMCO, and, assuming due authorization, execution and delivery by the other parties thereto, this Agreement and the Subadvisory Agreement to which Mxxxxxx BAMCO is a party constitute valid and binding obligations of MxxxxxxBAMCO, each enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Subadvisory Agreement to which Mxxxxxx BAMCO is a party nor the performance by Mxxxxxx BAMCO 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 Mxxxxxx BAMCO is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Mxxxxxx BAMCO Material Adverse Effect), the limited liability company agreement articles of incorporation or other organizational document of MxxxxxxBAMCO, or to Mxxxxxx’x BAMCO’s knowledge, 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 Mxxxxxx BAMCO or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by Mxxxxxx BAMCO of the transactions contemplated by this Agreement or the Subadvisory Agreement to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE or state securities laws.