Common use of Organization and Validity Clause in Contracts

Organization and Validity. (a) Borrower (i) is a corporation, duly organized and validly existing under the laws of the State of Delaware, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not reasonably be expected to have a Material Adverse Effect. (b) The making and performance of this Agreement and the other Loan Documents will not violate any Requirement of Law, or the charter, minutes or bylaw provisions of Borrower, or violate or result in a default (immediately or with the passage of time) under any material contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. Borrower is not in violation of any term of any material agreement or instrument to which it is a party or by which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its charter, minutes or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicable. (c) Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable. (d) This Agreement, the Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. (a) Borrower (i) DV is a corporationlimited liability company, duly organized and validly existing under the laws of the State of Delaware, . DV (iii) has the appropriate power and authority to operate its business and to own its Property and (iiiii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not reasonably be expected to have a Material Adverse Effect. (b) The making and performance of this Agreement and the other Loan Transaction Documents will not (i) violate any Requirement of Lawlaw, government rule or regulation, court or administrative order or other such order, or the charterDV’s articles of incorporation, minutes bylaws, articles of organization or bylaw provisions of Borroweroperating agreement, or (ii) violate or result in a default (immediately or with the passage of time) under any material contract, agreement or instrument to which Borrower DV is a party, or by which Borrower DV is boundbound which violation has or could reasonably be expected to have a Material Adverse Effect. Borrower DV is not in violation of any term of any material agreement or instrument to which it is a party or by which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its charter, minutes certificate of incorporation or bylaw provisions, bylaws or articles of Borrower’s organization or operating agreement or partnership agreement, as applicable. (c) Borrower DV has all requisite power and authority to enter into and perform this Agreement and Agreement, to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents Transaction Documents, as applicable. (d) This Agreement, the Notes to be issued hereunder, Agreement and all of the other Loan Transaction Documents, when delivered, will be valid and binding upon BorrowerDV, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. (a) i. Borrower (i) is a duly organized, validly existing business corporation, duly organized and validly existing in good standing under the laws of the State of Delaware, (ii) New York; has the appropriate power to own and authority hold the Property it purports to operate own and hold and to carry on its business as now being conducted and proposed to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not reasonably be expected to have a Material Adverse Effectconducted. (b) ii. Borrower is a “business development company” within the meaning of the Act and is in compliance with the provisions of the Act in all material respects. b. The making and performance of this Agreement and the other Loan Documents will not violate any Requirement of Law, or the chartercertificate of incorporation, minutes resolution or bylaw provisions of Borrower, or violate or result in a default (immediately or with the passage of time) under any material contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. Borrower is not in violation of any term of any material agreement or instrument to which it is a party or by which it may be bound which violation has or could would reasonably be expected to have a Material Adverse Effect, or of its chartercertificate of incorporation, minutes resolution or bylaw provisions, or of Borrower’s operating agreement or partnership agreement, as applicable. (c) c. Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has will have taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicableDocuments. (d) d. This Agreement, the Notes Revolving Credit Note to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. (a) a. The Borrower (i) is a corporationlimited liability company, duly organized and validly existing under the laws of the State of Delaware, . Borrower (iii) has the appropriate power and authority to operate its business and to own its Property and (iiiii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does not and could not reasonably be expected to have a Material Adverse Effect. (b) b. The making and performance of this Agreement Agreement, and the other Loan Documents will not (i) violate any Requirement of Lawlaw, government rule or regulation, court or administrative order or other such order, or the charterBorrower’s certificate of formation, minutes articles of incorporation, bylaws, articles of organization or bylaw provisions of Borroweroperating agreement, or (ii) violate or result in a default (immediately or with the passage of time) under the Convertible Notes Indebtedness, Convertible Notes Documents and/or any material other contract, agreement or instrument to which Borrower is a party, or by which Borrower is bound. The Borrower is not in violation of any term of any material agreement or instrument to which it is a party or by which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its chartercertificate of formation, minutes certificate of incorporation or bylaw provisions, bylaws or articles of Borrower’s organization or operating agreement or partnership agreement, as applicable. (c) Borrower c. Bxxxxxxx has all requisite power and authority to enter into and perform this Agreement and Agreement, to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents Documents, as applicable. (d) d. This Agreement, the Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Organization and Validity. (a) a. Borrower (i) is a corporationcorporation duly organized, duly organized and validly existing under the laws of the State of Delaware, (ii) has the appropriate power and authority to operate its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business requires qualification, except where the failure to so qualify does will not and could not reasonably be expected to have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower is qualified to do business is attached hereto as shown on Schedule 5.1, attached hereto and made a part hereof. (b) b. The making and performance of this Agreement and the other Loan Documents will not violate any Requirement of Law, or the charter, minutes or bylaw provisions of Borrower, or violate or result in a default (immediately or with the passage of time) under any law, government rule or regulation, or the charter, minutes, bylaw provisions, or operating agreement of Borrower, or any material contract, agreement or instrument to which Borrower is a party, or by which Borrower it is bound. Borrower is not in violation of and has not knowingly caused any Person to violate any term of any material agreement or instrument to which it or such Person is a party or by which it may be bound which violation has or could reasonably be expected to have a Material Adverse Effect, or of its charter, minutes or bylaw provisionsminutes, bylaws, trust agreement, or of Borrower’s operating agreement or partnership agreement, as applicable. (c) c. Borrower has all requisite power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, the Loan Documents and the other Loan Documents as applicabledocuments and related agreements required hereby. (d) d. This Agreement, the Notes Loan Documents and all related agreements and documents required to be issued executed and delivered by Borrower hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower, and enforceable in accordance with their respective terms except as enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium and reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principlesgenerally.