Common use of Formation of the Limited Liability Company Clause in Contracts

Formation of the Limited Liability Company. The Company was formed under and pursuant to the Act upon the filing of the Certificate of Formation in the office of the Secretary of State of the State of Delaware, and the Members hereby agree to continue the Company under and pursuant to the Act. The Members agree that the rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein. Each Person being admitted as a Member as of the date hereof shall be admitted as a Member at the time such Person has executed this Agreement or a counterpart of this Agreement. By its signature to this Agreement (or, in the case of substitute Members, the instrument described in Section 7.01(b) below whereby such transferee becomes a party to this Agreement), each Member represents to the Company and to the other Members that (1) the Member is an “accredited investor” as defined in Rule 501 under the Securities Act, and is a “qualified purchaser” as defined in Section 2(a)(51) under the 1940 Act, and (2) the Member understands that the securities represented by this Agreement have not been and will not be registered under the Securities Act or any state securities laws and cannot be sold or otherwise distributed by the Member unless the securities either are registered or otherwise qualified under the Securities Act and any applicable state securities laws or are exempt from such registrations or qualifications. In addition to the foregoing representations, each Member represents to the Company and to the other Members as follows: (a) It is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) It has the power to execute and deliver this Agreement and the documents referred to in this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery, and performance; (c) The execution, delivery, and performance do not violate or conflict with any law applicable to it, any provision of its organizational documents, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) All governmental and other consents that are required to have been obtained by it with respect to this Agreement and the documents referred to in this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (e) This Agreement constitutes and, upon execution of the documents referred to in this Agreement, those documents will constitute, its legal, valid, and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) It is entering into this Agreement for its own account for investment and not with a view to any distribution of the interests in the Company. It fully understands, accepts, and is able to bear the economic risks associated with the obligations and undertakings contained in this Agreement; (g) It has taken or will take all necessary steps to ensure its compliance with all applicable federal and state securities laws and regulations; and (h) It is not a “benefit plan investor” within the meaning of Section 3(42) of ERISA, as modified by 29 CFR 2510.3-101(f)(2), or under any provisions of any other federal, state, local, non-U.S. or other laws or regulations that are similar to those provisions contained in such portions of ERISA (collectively, “Other Plan Laws”) (a “Benefit Plan Member”), and it will notify the Company if the Member reasonably expects that the Member will become a Benefit Plan Member.

Formation of the Limited Liability Company. The Company was formed under and pursuant to the Act upon the filing of the Certificate of Formation in the office of the Secretary of State of the State of Delaware, and the Members hereby agree to continue the Company under and pursuant to the Act. The Members agree that the rights, duties duties, and liabilities of the Members shall be as provided in the Act, except as otherwise provided hereinin this Agreement. Each Person being admitted as a Member as of the date hereof of this Agreement shall be admitted as a Member at the time such the Person has executed this Agreement or a counterpart of this Agreement. By its signature to this Agreement (or, in the case of substitute Members, the instrument described in Section 7.01(b7.01(c) below whereby such transferee becomes a party to this Agreement), each Member represents to the Company and to the other Members that (1) the Member is an “accredited investor” as defined in Rule 501 under the Securities Act, and is a “qualified purchaser” as defined in Section 2(a)(51) under the 1940 Act, and (2) the Member understands that the securities represented by this Agreement have not been and will not be registered under the Securities Act or any state securities laws and cannot be sold or otherwise distributed by the Member unless the securities either are registered or otherwise qualified under the Securities Act and any applicable state securities laws or are exempt from such registrations or qualifications. In addition to the foregoing representations, each Member represents to the Company and to the other Members as follows: (a) It is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) It has the power to execute and deliver this Agreement and the documents referred to in this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery, and performance; (c) The execution, delivery, and performance do not violate or conflict with any law applicable to it, any provision of its organizational documents, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) All governmental and other consents that are required to have been obtained by it with respect to this Agreement and the documents referred to in this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (e) This Agreement constitutes and, upon execution of the documents referred to in this Agreement, those documents will constitute, its legal, valid, and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) It is entering into this Agreement for its own account for investment and not with a view to any distribution of the interests in the Company. It fully understands, accepts, and is able to bear the economic risks associated with the obligations and undertakings contained in this Agreement;; and (g) It has taken or will take all necessary steps to ensure its compliance with all applicable federal and state securities laws and regulations; and (h) It is not a “benefit plan investor” within the meaning of Section 3(42) of ERISA, as modified by 29 CFR 2510.3-101(f)(2), or under any provisions of any other federal, state, local, non-U.S. or other laws or regulations that are similar to those provisions contained in such portions of ERISA (collectively, “Other Plan Laws”) (a “Benefit Plan Member”), and it will notify the Company if the Member reasonably expects that the Member will become a Benefit Plan Member.

Formation of the Limited Liability Company. The Company was formed under and pursuant to the Act upon the filing of the Certificate of Formation in the office of the Secretary of State of the State of Delaware, and the Members hereby agree to continue the Company under and pursuant to the Act. The Members agree that the rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein. Each Person being admitted as a Member as of the date hereof shall be admitted as a Member at the time such Person has executed this Agreement or a counterpart of this Agreement. By its signature to this Agreement (or, in the case of substitute Members, the instrument described in Section 7.01(b) below whereby such transferee becomes a party to this Agreement), each Member represents to the Company and to the other Members that (1) the Member is an “accredited investor” as defined in Rule 501 under the Securities Act, and is a “qualified purchaser” as defined in Section 2(a)(51) under the 1940 Act, and (2) the Member understands that the securities represented by this Agreement have not been and will not be registered under the Securities Act or any state securities laws and cannot be sold or otherwise distributed by the Member unless the securities either are registered or otherwise qualified under the Securities Act and any applicable state securities laws or are exempt from such registrations or qualifications. . (a) In addition to the foregoing representations, each Member represents to the Company and to the other Members as follows: (ai) It is duly organized and validly existing under the laws of the jurisdiction of its organization; (bii) It has the power to execute and deliver this Agreement and the documents referred to in this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery, and performance; (ciii) The execution, delivery, and performance do not violate or conflict with any law applicable to it, any provision of its organizational documents, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (div) All governmental and other consents that are required to have been obtained by it with respect to this Agreement and the documents referred to in this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (ev) This Agreement constitutes and, upon execution of the documents referred to in this Agreement, those documents will constitute, its legal, valid, and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (fvi) It is entering into this Agreement for its own account for investment and not with a view to any distribution of the interests in the Company. It fully understands, accepts, and is able to bear the economic risks associated with the obligations and undertakings contained in this Agreement; (gvii) It has taken or will take all necessary steps to ensure its compliance with all applicable federal and state securities laws and regulations; and (hviii) It is not a “benefit plan investor” within the meaning of Section 3(42) of ERISA, as modified by 29 CFR 2510.3-101(f)(2), or under any provisions of any other federal, state, local, non-U.S. or other laws or regulations that are similar to those provisions contained in such portions of ERISA (collectively, “Other Plan Laws”) (a “Benefit Plan Member”), and it will notify the Company if the Member reasonably expects that the Member will become a Benefit Plan Member. (b) In addition to the foregoing representations, in connection with its entry into this Agreement, ORCIC represents to OSTRS as follows: (i) As of the date hereof, and during the two-year period prior to such date, neither it, the Company, nor any of its affiliates or other Covered Associates has knowingly made a Contribution to any Restricted Person, other than as permitted by the Investment Advisers Act of 1940. ORCIC covenants and agrees that it will update and re-make the foregoing representation in writing upon OSTRS’s request (no more frequently than annually). In the event that ORCIC, or any of their affiliates or other Covered Associates makes or has made a Contribution that would cause this representation to be untrue, ORCIC shall promptly notify OSTRS in writing upon becoming aware of such Contribution.

Formation of the Limited Liability Company. (a) The Company was formed under and pursuant to the Act upon the filing of the Certificate of Formation in with the office of the Secretary of State of the State of DelawareDelaware on January 6, and the 2021. The Members hereby agree to continue the Company under and pursuant to the Act. The Members agree that the rights, duties duties, obligations and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein. Each Person being admitted as a Member as of the date hereof Effective Date shall be admitted as a Member at the time such Person has executed this Agreement or a counterpart of this Agreement. By its signature . (b) BCSF hereby represents and warrants to Pantheon that the Company has not engaged in any activities or business, and has not incurred any liabilities or obligations, in each case, prior to the date of this Agreement other than its organization. (orc) BCSF hereby represents and warrants to Pantheon that (i) neither the Company, the Administrative Agent nor any member, officer, director or employee of the Company, the Administrative Agent or any Affiliate of the Administrative Agent who, in the case of substitute Membersany such Affiliate or any member, officer, director or employee thereof (a “Covered Party”), has, or will have, access to funds under management by the Company has (A) at any time during the five (5) years preceding the Effective Date been indicted for or convicted of any misdemeanor involving the misapplication or misuse of money of another, or (B) has ever been indicted for or convicted of any felony (other than, in the case of (A) and (B), for which such Person has been acquitted), and (ii) there is no action, proceeding or investigation pending or, to the knowledge of BCSF, threatened in writing against any Covered Party, and (iii) during the five (5) years prior to the Effective Date, no Covered Party has been the subject of any action, proceeding or, to the knowledge of BCSF, investigation that relates to a claim or allegation of fraud, the instrument misapplication or misuse of money of another, or violation of any U.S. federal or state securities law, or material rule or regulation. Except as otherwise disclosed to Pantheon in writing, there is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding (whether U.S. federal, state, local or foreign) pending or, to the knowledge of BCSF, threatened in writing against (x) the Company or any of its properties, assets or business, and (y) any Subsidiary and Portfolio Company of the Company or any of such Subsidiary’s or Portfolio Company’s respective properties, assets or business, in each case, to the extent that any matter described in Section 7.01(bthe foregoing clause (x) below whereby such transferee becomes or (y) would be reasonably expected to have a party to this Agreement)material adverse effect on the Company. BCSF shall, each Member represents to the Company as soon as reasonably practicable (and to the other Members that in no event more than ten (10) business days after having knowledge) provide Pantheon with written notice of (1) the Member is an “accredited investor” as defined in Rule 501 under commencement of any legal action, suit or arbitration involving the Securities ActCompany, and is any of its Subsidiaries, any of its Portfolio Companies, or any officer or investment professional of the Company that would reasonably be expected to have a “qualified purchaser” as defined in Section 2(a)(51) under material adverse effect on the 1940 ActCompany, and BCSF or the Administrative Agent or (2) the Member understands that the securities represented by this Agreement have not been and will not be registered under the Securities Act or any state securities laws and cannot be sold or otherwise distributed by the Member unless the securities either are registered or otherwise qualified under the Securities Act and any applicable state securities laws or are exempt from such registrations or qualifications. In addition to the foregoing representations, each Member represents to the Company and to the other Members as follows: (a) It is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) It has the power to execute and deliver this Agreement and the documents referred to in this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery, and performance; (c) The execution, delivery, and performance do not violate or conflict with any law applicable to it, any provision of its organizational documents, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) All governmental and other consents that are required to have been obtained by it with respect to this Agreement and the documents referred to in this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (e) This Agreement constitutes and, upon execution of the documents referred to in this Agreement, those documents will constitute, its legal, valid, and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) It is entering into this Agreement for its own account for investment and not with a view to any distribution of the interests in the Company. It fully understands, accepts, and is able to bear the economic risks associated with the obligations and undertakings contained in this Agreement; (g) It has taken or will take all necessary steps to ensure its compliance with all applicable federal and state securities laws and regulations; and (h) It is not a “benefit plan investor” within the meaning of Section 3(42) of ERISA, as modified by 29 CFR 2510.3-101(f)(2), or under any provisions of any other federal, state, local, non-U.S. or other laws or regulations that are similar to those provisions contained in such portions of ERISA (collectively, “Other Plan Laws”) (a “Benefit Plan Member”), and it will notify the Company if the Member reasonably expects that the Member will become a Benefit Plan MemberBain Disabling Conduct.

Formation of the Limited Liability Company. (a) The Company was formed under and pursuant to the Act upon the filing of the Certificate of Formation in with the office of the Secretary of State of the State of DelawareDelaware on December 21, and the 2021. The Members hereby agree to continue the Company under and pursuant to the Act. The Members agree that the rights, duties duties, obligations and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein. Each Person being admitted as a Member as of the date hereof Effective Date shall be admitted as a Member at the time such Person has executed this Agreement or a counterpart of this Agreement. By its signature . (b) BCSF hereby represents and warrants to Amberstone that the Company has not engaged in any activities or business, and has not incurred any liabilities or obligations, in each case, prior to the date of this Agreement other than its organization. (orc) BCSF hereby represents and warrants to Amberstone that (i) neither the Company, the Administrative Agent nor any member, officer, director or employee of the Company, the Administrative Agent or any Affiliate of the Administrative Agent who, in the case of substitute Membersany such Affiliate or any member, officer, director or employee thereof (a “Covered Party”), has, or will have, access to funds under management by the Company has (A) at any time during the five (5) years preceding the Effective Date been indicted for or convicted of any misdemeanor involving the misapplication or misuse of money of another, or (B) has ever been indicted for or convicted of any felony (other than, in the case of (A) and (B), for which such Person has been acquitted), and (ii) there is no action, proceeding or investigation pending or, to the knowledge of BCSF, threatened in writing against any Covered Party, and (iii) during the five (5) years prior to the Effective Date, no Covered Party has been the subject of any action, proceeding or, to the knowledge of BCSF, investigation that relates to a claim or allegation of fraud, the instrument misapplication or misuse of money of another, or violation of any U.S. federal or state securities law, or material rule or regulation. Except as otherwise disclosed to Amberstone in writing, there is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding (whether U.S. federal, state, local or foreign) pending or, to the knowledge of BCSF, threatened in writing against (x) the Company or any of its properties, assets or business, and (y) any Subsidiary and Portfolio Company of the Company or any of such Subsidiary’s or Portfolio Company’s respective properties, assets or business, in each case, to the extent that any matter described in Section 7.01(bthe foregoing clause (x) below whereby such transferee becomes or (y) would be reasonably expected to have a party to this Agreement)material adverse effect on the Company. BCSF shall, each Member represents to the Company as soon as reasonably practicable (and to the other Members that in no event more than ten (10) Business Days after having knowledge) provide Amberstone with written notice of (1) the Member is an “accredited investor” as defined in Rule 501 under commencement of any legal action, suit or arbitration involving the Securities ActCompany, and is any of its Subsidiaries, any of its Portfolio Companies, or any officer or investment professional of the Company that would reasonably be expected to have a “qualified purchaser” as defined in Section 2(a)(51) under material adverse effect on the 1940 ActCompany, and BCSF or the Administrative Agent or (2) the Member understands that the securities represented by this Agreement have not been and will not be registered under the Securities Act or any state securities laws and cannot be sold or otherwise distributed by the Member unless the securities either are registered or otherwise qualified under the Securities Act and any applicable state securities laws or are exempt from such registrations or qualifications. In addition to the foregoing representations, each Member represents to the Company and to the other Members as follows: (a) It is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) It has the power to execute and deliver this Agreement and the documents referred to in this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery, and performance; (c) The execution, delivery, and performance do not violate or conflict with any law applicable to it, any provision of its organizational documents, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) All governmental and other consents that are required to have been obtained by it with respect to this Agreement and the documents referred to in this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (e) This Agreement constitutes and, upon execution of the documents referred to in this Agreement, those documents will constitute, its legal, valid, and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) It is entering into this Agreement for its own account for investment and not with a view to any distribution of the interests in the Company. It fully understands, accepts, and is able to bear the economic risks associated with the obligations and undertakings contained in this Agreement; (g) It has taken or will take all necessary steps to ensure its compliance with all applicable federal and state securities laws and regulations; and (h) It is not a “benefit plan investor” within the meaning of Section 3(42) of ERISA, as modified by 29 CFR 2510.3-101(f)(2), or under any provisions of any other federal, state, local, non-U.S. or other laws or regulations that are similar to those provisions contained in such portions of ERISA (collectively, “Other Plan Laws”) (a “Benefit Plan Member”), and it will notify the Company if the Member reasonably expects that the Member will become a Benefit Plan MemberBain Disabling Conduct.

Formation of the Limited Liability Company. The Company was formed under and pursuant to the Act upon the filing of the Certificate of Formation in the office of the Secretary of State of the State of Delaware, and the Members hereby agree to continue the Company under and pursuant to the Act. The Members agree that the rights, duties duties, and liabilities of the Members shall be as provided in the Act, except as otherwise provided hereinin this Agreement. Each Person being admitted as a Member as of the date hereof of this Agreement shall be admitted as a Member at the time such the Person has executed this Agreement or a counterpart of this Agreement. By its signature to this Agreement (or, in the case of substitute Members, the instrument described in Section 7.01(b7.01(c) below whereby such transferee becomes a party to this Agreement), each Member represents to the Company and to the other Members that (1) the Member is an “accredited investor” as defined in Rule 501 under the Securities Act, and is a “qualified purchaser” as defined in Section 2(a)(51) under the 1940 Act, and (2) the Member understands that the securities represented by this Agreement have not been and will not be registered under the Securities Act or any state securities laws and cannot be sold or otherwise distributed by the Member unless the securities either are registered or otherwise qualified under the Securities Act and any applicable state securities laws or are exempt from such registrations or qualifications. In addition to the foregoing representations, each Member represents to the Company and to the other Members as follows: (a) It is duly organized and validly existing under the laws of the jurisdiction of its organization; (b) It has the power to execute and deliver this Agreement and the documents referred to in this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery, and performance; (c) The execution, delivery, and performance of this Agreement do not violate or conflict with any law applicable to it, any provision of its organizational documents, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) All governmental and other consents that are required to have been obtained by it with respect to this Agreement and the documents referred to in this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; (e) This Agreement constitutes and, upon execution of the documents referred to in this Agreement, those documents will constitute, its legal, valid, and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) It is entering into this Agreement for its own account for investment and not with a view to any distribution of the interests in the Company. It fully understands, accepts, and is able to bear the economic risks associated with the obligations and undertakings contained in this Agreement;; and (g) It has taken or will take all necessary steps to ensure its compliance with all applicable federal and state securities laws and regulations; and (h) It is not a “benefit plan investor” within the meaning of Section 3(42) of ERISA, as modified by 29 CFR 2510.3-101(f)(2), or under any provisions of any other federal, state, local, non-U.S. or other laws or regulations that are similar to those provisions contained in such portions of ERISA (collectively, “Other Plan Laws”) (a “Benefit Plan Member”), and it will notify the Company if the Member reasonably expects that the Member will become a Benefit Plan Member.

Formation of the Limited Liability Company. (a) The Company was formed under and pursuant to the Act upon the filing of the Certificate of Formation in with the office of the Secretary of State of the State of DelawareDelaware on July 10, and the 2020. The Members hereby agree to continue the Company under and pursuant to the Act. The Members agree that the rights, duties duties, obligations and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein. Each Person being admitted as a Member as of the date hereof shall be admitted as a Member at the time such Person has executed this Agreement or a counterpart of this Agreement. By its signature to this Agreement (or, in the case of substitute Members, the instrument described in Section 7.01(b) below whereby such transferee becomes a party to this Agreement), each Member represents to the Company and to the other Members that (1) the Member is an “accredited investor” as defined in Rule 501 under the Securities Act, and is a “qualified purchaser” as defined in Section 2(a)(51) under the 1940 Act, and (2) the Member understands that the securities represented by this Agreement have not been and will not be registered under the Securities Act or any state securities laws and cannot be sold or otherwise distributed by the Member unless the securities either are registered or otherwise qualified under the Securities Act and any applicable state securities laws or are exempt from such registrations or qualifications. In addition to the foregoing representations, each Member represents to the Company and to the other Members as follows: (a) It is duly organized and validly existing under the laws of the jurisdiction of its organization;. (b) It PNNT hereby represents and warrants to Pantheon that the Company has not engaged in any activities or business, and has not incurred any liabilities or obligations, in each case, prior to the power to execute and deliver date of this Agreement and the documents referred to in this Agreement and to perform other than its obligations under this Agreement and has taken all necessary action to authorize the execution, delivery, and performance;organization. (c) The executionPNNT hereby represents and warrants to Pantheon that the neither Company nor any member, deliveryofficer, director, employee or Affiliate agent thereof who has, or will have, access to funds under management by the Company have ever been charged or convicted of a misdemeanor involving the misapplication or misuse of money of another, or charged or convicted of any felony, and performance do not violate (ii) there is no action, proceeding or conflict with any law applicable investigation pending or, to itthe knowledge of PNNT, any provision threatened in writing against the Company or its members, officers, directors, employees or Affiliate agents and (iii) during the five (5) years prior to the date hereof, none of the Company or its organizational documentsmembers, any order officers, directors, employees or judgment Affiliate agents, have been the subject of any court action, proceeding or, to the knowledge of PNNT, investigation that relates to a claim or allegation of fraud, the misapplication or misuse of money of another, or violation of any U.S. federal or state securities law, or material rule or regulation. Except as otherwise disclosed to Pantheon in writing, there is no legal action, suit, arbitration or other agency legal, administrative or other governmental investigation, inquiry or proceeding (whether U.S. federal, state, local or foreign) pending or, to the knowledge of government applicable to itPNNT, threatened in writing against (x) the Company or any of its properties, assets or business, and (y) any contractual restriction binding on or affecting it Subsidiary and Portfolio Company of the Company or any of its assets; such Subsidiary’s or Portfolio Company’s respective properties, assets or business, in each case, to the extent that any matter described in the foregoing clauses (dx) All governmental and other consents that are required or (y) would be reasonably expected to have been obtained by it with respect to this Agreement and the documents referred to in this Agreement have been obtained and are in full force and a material adverse effect and all conditions of any such consents have been complied with; (e) This Agreement constitutes and, upon execution of the documents referred to in this Agreement, those documents will constitute, its legal, valid, and binding obligation, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law); (f) It is entering into this Agreement for its own account for investment and not with a view to any distribution of the interests in on the Company. It fully understands, accepts, and is able to bear the economic risks associated with the obligations and undertakings contained in this Agreement; (g) It has taken or will take all necessary steps to ensure its compliance with all applicable federal and state securities laws and regulations; and (h) It is not a “benefit plan investor” within the meaning of Section 3(42) of ERISAPNNT shall, as modified by 29 CFR 2510.3-101(f)(2soon as reasonably practicable (and in no event more than five (5) business days after having knowledge), or under any provisions provide Pantheon with written notice of the commencement of any other federallegal action, statesuit or arbitration involving the Company, localany of its Subsidiaries, non-U.S. any of its Portfolio Companies, or other laws any officer or regulations that are similar to those provisions contained in such portions investment professional of ERISA (collectively, “Other Plan Laws”) (a “Benefit Plan Member”), and it will notify the Company if that would reasonably be expected to have a material adverse effect on the Member reasonably expects that the Member will become a Benefit Plan MemberCompany or any PNNT Entity.