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

Authorization of this Agreement; Absence of Defaults and Conflicts. This Agreement has been duly authorized, executed and delivered by the Manager, and (assuming the due authorization, execution and delivery of each other party thereto) this Agreement constitutes a valid and binding obligation of the Manager, 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) or an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws; and neither the execution and delivery of this Agreement, nor the performance by the Manager of its obligations hereunder will violate the organizational documents of the Manager, or 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 Manager is a party or by which it is bound or (ii) to the Manager’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 the Manager or its properties or operations other than any conflict, breach or default that would not, individually or in the aggregate, reasonably be expected to result in an Manager Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Manager of the transactions contemplated by this Agreement, except as may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.