Common use of No Further Authorizations or Approvals Required Clause in Contracts

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation or by-laws of the Company or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect, (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary and (iv) will not affect the validity of the Securities or the legal authority of the Company to comply with the Securities, the Indenture or this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement, the compliance by the Company with all of the provisions of the Securities, the Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package, except such as have already been obtained or made under the 1933 Act, the 1940 Act and the Trust Indenture Act and such as may be required under any applicable state securities or blue sky laws or from the Financial Industry Regulatory Authority, Inc. (“FINRA”).

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale Agreement by each of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture Transaction Entities and consummation of the transactions contemplated hereby and thereby herein by the Transaction Entities, by the Registration Statement and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate trust or limited partnership action, have been effected in accordance with the 1940 Act as applicable, and will not result in any violation Default under the declaration of the provisions of the charter, articles or certificate of incorporation trust or by-laws of the Company Company, the certificate of limited partnership or similar limited partnership agreement of the Operating Partnership or any organizational documents document of any subsidiarysubsidiary thereof, (ii) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Transaction Entities or any of its their subsidiaries pursuant to, or require the consent of any other party to, any existing instrumentExisting Instrument, except for such conflicts, breaches, defaults, defaults or Debt Repayment Triggering Event or liens, charges or encumbrances as would not, individually or in the aggregate, that could not result in a Material Adverse Effect, and (iii) will not result in any material respect in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Transaction Entities or any subsidiary and (iv) will not affect of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the validity Transaction Entities or any of the Securities their subsidiaries or the legal authority any of the Company to comply with the Securities, the Indenture or this Agreementtheir properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, execution and delivery and performance of this Agreement, the compliance by the Company with all each of the provisions Transaction Entities of, and the performance by each of the Securities, Transaction Entities of its respective obligations under this Agreement and the Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Packagehereby, except such as for (A) those that have already been obtained or made by each of the Transaction Entities and are in full force and effect under the 1933 Securities Act, the 1940 Act and the Trust Indenture Act and such (B) as may be required made or obtained under any the Securities Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”)) or (C) any additional listing application for the Shares on the NYSE. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either of the Transaction Entities or any of their subsidiaries.

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale of the SecuritiesNotes, the compliance by the Company with all of the provisions of the SecuritiesNotes, the 2024 Notes Indenture and the 2028 Notes Indenture, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, Statement and the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation or by-laws of the Company or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect, (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary and (iv) will not affect the validity of the Securities Notes or the legal authority of the Company to comply with the SecuritiesNotes, the 2024 Notes Indenture, the 2028 Notes Indenture or this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement, the compliance by the Company with all of the provisions of the SecuritiesNotes, the 2024 Notes Indenture and the 2028 Notes Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus Statement and the Pricing Disclosure PackageProspectus, except such as have already been obtained or made under the 1933 Act, the 1940 Act and Act, the Trust Indenture Act and such as may be required under any applicable state securities or blue sky laws or from the Financial Industry Regulatory Authority, Inc. (“FINRA”).

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale of the Securities, the compliance by the Company with all of the provisions of the SecuritiesSecurities (including the issuance of the Underlying Securities upon conversion thereof), the Indenture and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation or by-laws of the Company or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect, (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary and (iv) will not affect the validity of the Securities or the legal authority of the Company to comply with the Securities, the Indenture or this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement, the compliance by the Company with all of the provisions of the SecuritiesSecurities (including the issuance of the Underlying Securities upon conversion thereof), the Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package, except such as have already been obtained or made under the 1933 Act, the 1940 Act and the Trust Indenture Act and such as may be required under any applicable state securities or blue sky laws or from the Financial Industry Regulatory Authority, Inc. (“FINRA”).

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale of the SecuritiesNotes, the compliance by the Company with all of the provisions of the SecuritiesNotes, the 2024 Notes Indenture, the 2028 Notes Indenture and the 2029 Notes Indenture, and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, Statement and the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation or by-laws of the Company or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect, (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary and (iv) will not affect the validity of the Securities Notes or the legal authority of the Company to comply with the SecuritiesNotes, the 2024 Notes Indenture, the 2028 Notes Indenture, the 2029 Notes Indenture or this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement, the compliance by the Company with all of the provisions of the SecuritiesNotes, the 2024 Notes Indenture, the 2028 Notes Indenture and the 2029 Notes Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus Statement and the Pricing Disclosure PackageProspectus, except such as have already been obtained or made under the 1933 Act, the 1940 Act and Act, the Trust Indenture Act and such as may be required under any applicable state securities or blue sky laws or from the Financial Industry Regulatory Authority, Inc. (“FINRA”).

No Further Authorizations or Approvals Required. None of the Capital Southwest Entities or I-45 are in violation of or default under (i) its respective charter, bylaws, or any similar organizational document; (ii) any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument , and any supplements or amendments thereto, to which it is a party or bound or to which any of its properties or assets is subject, including, in the case of the Company, any Portfolio Company Agreement; and (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over it or any of its properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. No person has the right to act as an underwriter, sales agent or financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby other than the Manager and any Alternative Manager pursuant to this Agreement and the respective Alternative Equity Distribution Agreement, respectively. The Company’s execution, delivery and performance of this Agreement, the issuance and sale of the Securities, the compliance Agreement by the Company with all of and the provisions of the Securities, the Indenture and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation or by-laws bylaws of the Company or similar organizational documents of any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect, Effect and (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary and (iv) will not affect the validity of the Securities or the legal authority of the Company to comply with the Securities, the Indenture or this AgreementCompany. No consent, approval, authorization or other order of, or registration or filing with, any court court, regulatory authority, governmental agency or other governmental body having jurisdiction over the Capital Southwest Entities or regulatory authority I-45 or agency, any of their properties or assets is required for the Company’s execution, delivery and performance of this Agreement, the compliance Agreement by the Company with all of the provisions of the Securities, the Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure PackageProspectus, except such as have already been obtained or made under the 1933 Act, the 1940 Act and the Trust Indenture 1940 Act and such as may be required under any applicable state securities or blue sky laws or laws, from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or under the rules and regulations of the Nasdaq Stock Market (“NASDAQ”).

No Further Authorizations or Approvals Required. None of the Capital Southwest Entities or I-45 are in violation of or default under (i) its respective charter, bylaws, limited liability agreement, limited partnership agreement or any similar organizational document; (ii) any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument, and any supplements or amendments thereto, to which it is a party or bound or to which any of its properties or assets is subject, including, in the case of the Company and the SBIC Fund I, any Portfolio Company Agreement; and (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over it or any of its properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. No person has the right to act as an underwriter, sales agent or financial advisor to the Company in connection with or by reason of the offer and sale of the Shares contemplated hereby other than the Manager and any Alternative Manager pursuant to this Agreement and the respective Alternative Equity Distribution Agreement, respectively. The Company’s execution, delivery and performance of this Agreement, the issuance and sale of the Securities, the compliance Agreement by the Company with all of and the provisions of the Securities, the Indenture and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation or by-laws bylaws of the Company or similar organizational documents of any subsidiaryCompany, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect, Effect and (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary and (iv) will not affect the validity of the Securities or the legal authority of the Company to comply with the Securities, the Indenture or this Agreement. SBIC Fund I. No consent, approval, authorization or other order of, or registration or filing with, any court court, regulatory authority, governmental agency or other governmental body having jurisdiction over the Capital Southwest Entities or regulatory authority I-45 or agency, any of their properties or assets is required for the Company’s execution, delivery and performance of this Agreement, the compliance Agreement by the Company with all of the provisions of the Securities, the Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure PackageProspectus, except such as have already been obtained or made under the 1933 Act, the 1940 Act and the Trust Indenture 1940 Act and such as may be required under any applicable state securities or blue sky laws or laws, from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or under the rules and regulations of the Nasdaq Stock Market (“NASDAQ”).

No Further Authorizations or Approvals Required. None of Acquisition, the Company or any of its subsidiaries is in violation of its charter or by-laws or is in default (or, with the giving of notice or lapse of time, would be in default) ("Default") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease, license or other instrument to which Acquisition, the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of Acquisition, the Company or any of its subsidiaries is subject (each, an "Instrument"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change or except for such defaults that have been waived in writing. The Company’s execution, delivery and performance by Acquisition and the Company of its obligations under this Agreement, Acquisition's execution and delivery of, and the performance of Acquisition (and, after the Merger, the Company and the Guarantors) of, the Registration Rights Agreement, the DTC Letter of Representations, the Indenture, the Supplemental Indenture and the Pledge Agreement to which it is a party, and the issuance and sale delivery of the Securities or the Exchange Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus Offering Memorandum and Acquisition and the Pricing Disclosure Package Company's execution, delivery and performance of the Merger Agreement and related agreements and the consummation of the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation charter or by-laws of Acquisition or the Company or similar organizational documents any of any subsidiaryits subsidiaries, (ii) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Acquisition or the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrumentInstrument, except for such conflicts, breaches, defaultsDefaults, Debt Repayment Triggering Events, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse EffectChange or Defaults that may arise under the Company's 7.58% senior notes due 2009 (the "7.58% Notes"), and (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to Acquisition or the Company or any subsidiary and (iv) will not affect of its subsidiaries except for such violations that would not, individually or in the validity of the Securities or the legal authority of the Company to comply with the Securitiesaggregate, the Indenture or this Agreementresult in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for Acquisition's or the Company’s 's or each Guarantor's execution, delivery and performance of this Agreement, the compliance by Registration Rights Agreement, the Company with all DTC Letter of Representations, the Indenture, the Supplemental Indenture or the Pledge Agreement, to which it is a party, or the issuance and delivery of the provisions of Securities or the Exchange Securities, the Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure PackageOffering Memorandum, except such as have already been will be obtained by Acquisition, the Company or made the Guarantors and are in full force and effect under the 1933 Securities Act, the 1940 Act and the Trust Indenture Act and such as may be required under any applicable state securities laws or the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Initial Purchasers in the manner contemplated herein and in the Offering Memorandum and in connection with Acquisition's (and after the Merger, the Company's) obligations under the Registration Rights Agreement. As used herein, a "Debt Repayment Triggering Event" means any event or from condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time would give, Inc. the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by Acquisition or the Company and any of its subsidiaries.

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale Agreement by each of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture Transaction Entities and consummation of the transactions contemplated hereby and thereby herein by the Transaction Entities, by the Registration Statement and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate trust or partnership action, have been effected in accordance with the 1940 Act as applicable, and will not result in any violation Default under the declaration of the provisions of the charter, articles or certificate of incorporation trust or by-laws of the Company Company, the certificate of limited partnership or similar agreement of limited partnership of the Operating Partnership or any organizational documents document of any subsidiarysubsidiary thereof, (ii) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Transaction Entities or any of its their subsidiaries pursuant to, or require the consent of any other party to, any existing instrumentExisting Instrument, except for such conflicts, breaches, defaults, defaults or Debt Repayment Triggering Event or liens, charges or encumbrances as would not, individually or in the aggregate, that could not result in a Material Adverse Effect, and (iii) will not result in any material respect in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Transaction Entities or any subsidiary and (iv) will not affect of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the validity Transaction Entities or any of the Securities their subsidiaries or the legal authority any of the Company to comply with the Securities, the Indenture or this Agreementtheir properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, execution and delivery and performance of this Agreement, the compliance by the Company with all each of the provisions Transaction Entities of, and the performance by each of the Securities, Transaction Entities of its respective obligations under the Indenture or Agreement and the consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Packagehereby, except such as for (A) those that have already been obtained or made by each of the Transaction Entities and are in full force and effect under the 1933 Securities Act, the 1940 Act and the Trust Indenture Act and such (B) as may be required made or obtained under any the Securities Act, applicable state securities or blue sky laws or and from the Financial Industry Regulatory Authority, Inc. (“FINRA”)) or (C) any additional listing application for the Shares on the NYSE. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either of the Transaction Entities or any of their subsidiaries.

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale of the Securities, the issuance of the Underlying Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture Securities and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation or by-laws of the Company or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect, (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary and (iv) will not affect the validity of the Securities or the legal authority of the Company to comply with the Securities, the Indenture Securities or this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement, the compliance by the Company with all of the provisions of the Articles (including the issuance of the Underlying Securities, the Indenture ) or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package, except such as have already been obtained or made under the 1933 Act, the 1940 Act and the Trust Indenture Act and such as may be required under any applicable state securities or blue sky laws or from the Financial Industry Regulatory Authority, Inc. (“FINRA”).

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance issue and sale of the Securities, Placement Shares and the compliance by the Company with all of this Agreement and the provisions of the Securities, the Indenture and consummation of the transactions contemplated hereby in this Agreement and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation or by-laws of the Company or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement, license, lease or result in other agreement or instrument to which the creation Company or imposition any of its subsidiaries is a party or by which the Company or any lien, charge of its subsidiaries is bound or encumbrance upon to which any of the property or assets of the Company or any of its subsidiaries pursuant tois subject, or require except, in the consent case of any other party to, any existing instrument, except this clause (A) for such conflictsdefaults, breaches, defaults, liens, charges or encumbrances as violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange, (iiiB) will not result in any material respect in any violation the certificate of any law, administrative regulation incorporation or administrative by-laws (or court decree other applicable to organizational document) of the Company or any subsidiary and of its subsidiaries, or (ivC) will not affect the validity any statute or any judgment, order, rule or regulation of the Securities any court or the legal authority of governmental agency or body having jurisdiction over the Company to comply with the Securities, the Indenture or this Agreement. No any of its subsidiaries or any of their properties; and no consent, approval, authorization or other order ofauthorization, or order, registration or filing with, qualification of or with any such court or other governmental agency or regulatory authority or agency, body is required for the Company’s execution, delivery issue and performance sale of this Agreement, the compliance Placement Shares or the consummation by the Company with all of the provisions of the Securities, the Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Packagethis Agreement, except such as have already been obtained or made under the 1933 Securities Act, the 1940 Act approval by the Financial Industry Regulatory Authority (“FINRA”) of the sale terms and arrangements, the Trust Indenture Act approval for listing the Placement Shares on Nasdaq and such consents, approvals, authorizations, registrations or qualifications as may be required under any applicable state securities or blue sky Blue Sky laws or from in connection with the Financial Industry Regulatory Authority, Inc. (“FINRA”)purchase and distribution of the Placement Shares by Cowen.

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale Agreement by each of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture Transaction Entities and consummation of the transactions contemplated hereby and thereby herein by the Transaction Entities, by the General Disclosure Package and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate trust or partnership action, have been effected in accordance with the 1940 Act as applicable, and will not result in any violation Default under the declaration of the provisions of the charter, articles or certificate of incorporation trust or by-laws of the Company Company, the certificate of limited partnership or similar agreement of limited partnership of the Operating Partnership or any organizational documents document of any subsidiarysubsidiary thereof, (ii) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Transaction Entities or any of its their subsidiaries pursuant to, or require the consent of any other party to, any existing instrumentExisting Instrument, except for such conflicts, breaches, defaults, defaults or Debt Repayment Triggering Event or liens, charges or encumbrances as would not, individually or in the aggregate, that could not result in a Material Adverse Effect, and (iii) will not result in any material respect in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Transaction Entities or any subsidiary and (iv) will not affect of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the validity Transaction Entities or any of the Securities their subsidiaries or the legal authority any of the Company to comply with the Securities, the Indenture or this Agreementtheir properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, execution and delivery and performance of this Agreement, the compliance by the Company with all each of the provisions Transaction Entities of, and the performance by each of the Securities, Transaction Entities of its respective obligations under this Agreement and the Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Packagehereby, except such as for (i) those that have already been obtained or made by each of the Transaction Entities and are in full force and effect under the 1933 Act, or (ii) or as may be made under the 1933 Act, the 1940 Act and the Trust Indenture Act and such as may be required under any applicable state securities or blue sky laws laws. As used herein, a “Debt Repayment Triggering Event” means any event or from condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time would give, Inc. the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either of the Transaction Entities or any of their subsidiaries.

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, Agreement and the issuance and sale Acquisition Agreement by each of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture Transaction Entities and consummation of the transactions contemplated hereby herein and thereby in the Acquisition Agreement by the Transaction Entities, by the General Disclosure Package and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate trust or partnership action, have been effected in accordance with the 1940 Act as applicable, and will not result in any violation Default under the declaration of the provisions of the charter, articles or certificate of incorporation trust or by-laws of the Company Company, the certificate of limited partnership or similar agreement of limited partnership of the Operating Partnership or any organizational documents document of any subsidiarysubsidiary thereof, (ii) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Transaction Entities or any of its their subsidiaries pursuant to, or require the consent of any other party to, any existing instrumentExisting Instrument, except for such conflicts, breaches, defaults, defaults or Debt Repayment Triggering Event or liens, charges or encumbrances as would not, individually or in the aggregate, that could not result in a Material Adverse Effect, and (iii) will not result in any material respect in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Transaction Entities or any subsidiary and (iv) will not affect of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the validity Transaction Entities or any of the Securities their subsidiaries or the legal authority any of the Company to comply with the Securities, the Indenture or this Agreementtheir properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement, Agreement or the compliance Acquisition Agreement by each of the Transaction Entities and consummation by the Company with all of the provisions of the Securities, the Indenture or consummation Transaction Entities of the transactions contemplated hereby and thereby herein or in the Acquisition Agreement, by the General Disclosure Package and by the Registration StatementProspectus, except, in the Prospectus and the Pricing Disclosure Packagecase of this Agreement, except such as (i) have already been obtained or made by each of the Transaction Entities and are in full force and effect under the 1933 Act, the 1940 Act and the Trust Indenture Act and such or (ii) or as may be required obtained under any the 1933 Act, applicable state securities or blue sky laws and from FINRA, upon the filing of the Articles Supplementary to Declaration of Trust of the Company with the Maryland State Department of Assessments and Taxation and additional listing applications for the Initial Securities on the NYSE and, in the case of the Acquisition Agreement, such approvals, consents, authorizations, orders, registrations, filings as have been or from will be obtained prior to the Financial Industry Regulatory Authorityapplicable closing dates under the Acquisition Agreement. As used herein, Inc. a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either of the Transaction Entities or any of their subsidiaries.

No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as could not be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), earnings, business, properties, management, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement, the issuance and sale of the SecuritiesSecurities Purchase Agreement, the compliance by the Company with all of the provisions of the SecuritiesWarrants, the Indenture and consummation of the transactions contemplated hereby and thereby hereby, by the Warrants, and by the Registration Statement, the Disclosure Package and the Prospectus and the Pricing issuance and sale of the Securities (including the use of proceeds from the sale of the Securities as described in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act action and will not result in any violation of the provisions of the charter, articles or certificate of incorporation charter or by-laws laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or similar organizational documents of any subsidiary, subsidiary (ii) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrumentExisting Instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would notcould not be expected, individually or in the aggregate, result in to have a Material Adverse Effect, Effect and (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary and (iv) will of its subsidiaries, except for such violations as would not affect be expected, individually or in the validity of the Securities or the legal authority of the Company aggregate, to comply with the Securities, the Indenture or this Agreementhave a Material Adverse Effect. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement, the compliance by the Company with all of the provisions of the SecuritiesSecurities Purchase Agreement, the Indenture or Warrants and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus Disclosure Package and the Pricing Disclosure PackageProspectus, except such as have already been obtained or made or will be made by the Company under the 1933 Act, the 1940 Act and the Trust Indenture Securities Act and such as may be required under any applicable state securities or blue sky laws or from the Financial Industry Regulatory Authority, Inc. (“FINRA”)) in connection with the distribution of the Securities by the Placement Agents. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

No Further Authorizations or Approvals Required. None of the Capital Southwest Entities is in violation of or default under (i) its respective charter, bylaws, limited liability company agreement, limited partnership agreement or any similar organizational document; (ii) any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other agreement or instrument, and any supplements or amendments thereto, to which it is a party or bound or to which any of its properties or assets is subject, including, in the case of the Company and the SBIC Fund I, any Portfolio Company Agreement (collectively, “Agreements and Instruments”); and (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over it or any of its properties, as applicable, except with respect to clauses (ii) and (iii) herein, for such violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. No person has the right to act as an underwriter, sales agent or financial advisor to the Company in connection with or by reason of the offer and sale of the Securities contemplated hereby other than the Underwriters pursuant to this Agreement. The Company’s execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Prospectus and the General Disclosure Package (including the issuance and sale of the SecuritiesSecurities and the use of the proceeds from the sale of the Securities as described in the Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”), the issuance of the Conversion Shares upon conversion of the Securities and compliance by the Company with all of the provisions of the Securitiesits obligations hereunder, the Indenture and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and do not and will not result in any violation not, whether with or without the giving of the provisions notice or passage of the charter, articles time or certificate of incorporation or by-laws of the Company or similar organizational documents of any subsidiaryboth, (iii) will not conflict with or constitute a breach of, or default or Repayment Event (as defined herein) under, the Agreements and Instruments or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any Capital Southwest Entity pursuant to the Company or any terms of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, Agreements and Instruments (except for to the extent that such conflicts, breaches, defaults, liens, charges defaults or encumbrances as creations or impositions would not, individually or in the aggregate, result in be reasonably likely to have a Material Adverse Effect), (ii) result in any violation of the provisions of the Company’s articles of incorporation, or (iii) will not result in any material respect in any violation of any law, administrative regulation regulation, or administrative or court decree applicable to the Company or any subsidiary and (iv) will not affect the validity of the Securities or the legal authority of the Company to comply with the Securities, the Indenture or this AgreementCapital Southwest Entities. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement, Agreement or the compliance Indenture by the Company in connection with all the offering, issuance, sale or delivery of the provisions Securities hereunder (including the issuance of the Securities, Conversion Shares upon conversion thereof) or the Indenture or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing General Disclosure Package, except such as have already been obtained or made under the 1933 Act, the 1940 Act and the Trust Indenture Act and such as may be required under any applicable state securities or blue sky laws laws, from FINRA, or from under the Financial Industry Regulatory Authorityrules and regulations of the Nasdaq Stock Market. As used herein, Inc. a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by a Capital Southwest Entity, as applicable.

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale Agreement by each of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture Transaction Entities and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate trust or partnership action, have been effected in accordance with the 1940 Act as applicable, and will not result in any violation Default under the declaration of the provisions of the charter, articles or certificate of incorporation trust or by-laws of the Company Company, the certificate of limited partnership or similar agreement of limited partnership of the Operating Partnership or any organizational documents document of any subsidiarysubsidiary thereof, (ii) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Transaction Entities or any of its their subsidiaries pursuant to, or require the consent of any other party to, any existing instrumentExisting Instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect, and (iii) will not result in any material respect in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Transaction Entities or any subsidiary and (iv) will not affect of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the validity Transaction Entities or any of the Securities their subsidiaries or the legal authority any of the Company to comply with the Securities, the Indenture or this Agreementtheir properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, delivery and performance of this Agreement, the compliance Agreement by the Company with all each of the provisions of the Securities, the Indenture or Transaction Entities and consummation of the transactions contemplated hereby and thereby hereby, by the Disclosure Package and by the Registration StatementProspectus, the Prospectus and the Pricing Disclosure Packageexcept, except such in each case, as (i) have already been obtained or made by each of the Transaction Entities and are in full force and effect under the 1933 Securities Act, the 1940 Act and the Trust Indenture Act and such or (ii) or as may be required obtained under any the Securities Act, applicable state securities or blue sky laws and from FINRA. As used herein, a “Debt Repayment Triggering Event” means any event or from condition which gives, or with the Financial Industry Regulatory Authoritygiving of notice or lapse of time would give, Inc. the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either of the Transaction Entities or any of their subsidiaries.

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale Agreement by each of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture Transaction Entities and consummation of the transactions contemplated hereby and thereby herein by the Transaction Entities, by the Registration Statement and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate trust or partnership action, have been effected in accordance with the 1940 Act as applicable, and will not result in any violation Default under the declaration of the provisions of the charter, articles or certificate of incorporation trust or by-laws of the Company Company, the certificate of limited partnership or similar agreement of limited partnership of the Operating Partnership or any organizational documents document of any subsidiarysubsidiary thereof, (ii) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Transaction Entities or any of its their subsidiaries pursuant to, or require the consent of any other party to, any existing instrumentExisting Instrument, except for such conflicts, breaches, defaults, defaults or Debt Repayment Triggering Event or liens, charges or encumbrances as would not, individually or in the aggregate, that could not result in a Material Adverse Effect, and (iii) will not result in any material respect in any violation of any statute, law, administrative regulation rule, regulation, judgment, order or administrative or court decree applicable to the Company Transaction Entities or any subsidiary and (iv) will not affect of their subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the validity Transaction Entities or any of the Securities their subsidiaries or the legal authority any of the Company to comply with the Securities, the Indenture or this Agreementtheir properties. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, agency is required for the Company’s execution, execution and delivery and performance of this Agreement, the compliance by the Company with all each of the provisions Transaction Entities of, and the performance by each of the Securities, Transaction Entities of its respective obligations under the Indenture or Agreement and the consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Packagehereby, except such as for (i) those that have already been obtained or made by each of the Transaction Entities and are in full force and effect under the 1933 Securities Act, the 1940 Act and the Trust Indenture Act and such (ii) as may be required made or obtained under any the Securities Act, applicable state securities or blue sky laws and from FINRA or from (iii) any additional listing application for the Financial Industry Regulatory AuthorityShares on the NYSE. As used herein, Inc. a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (“FINRA”)or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by either of the Transaction Entities or any of their subsidiaries.

No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance of this Agreement, the issuance and sale of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture Securities and consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package (i) have been duly authorized by all necessary corporate action, have been effected in accordance with the 1940 Act and will not result in any violation of the provisions of the charter, articles or certificate of incorporation or by-laws of the Company or similar organizational documents of any subsidiary, (ii) will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any existing instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Effect, (iii) will not result in any material respect in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary and (iv) will not affect the validity of the Securities or the legal authority of the Company to comply with the Securities, the Indenture or this Agreement; in the case of each of (i), (ii), (iii) and (iv) herein, except as described in the Prospectus with respect to the ability of the Company to sell shares of common stock below net asset value. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement, the compliance by the Company with all of the provisions of the Articles (including the issuance of the Underlying Securities, the Indenture ) or consummation of the transactions contemplated hereby and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure Package, except such as have already been obtained or made under the 1933 Act, the 1940 Act and the Trust Indenture Act and such as may be required under any applicable state securities or blue sky laws or from the Financial Industry Regulatory Authority, Inc. (“FINRA”).