Common use of Organizational Matters; Enforceability, Etc Clause in Contracts

Organizational Matters; Enforceability, Etc. The Pledgor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (a) are within the Pledgor’s powers and have been duly authorized by all necessary action, (b) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the security interests created pursuant hereto, (c) will not violate any Applicable Law or regulation or the corporate charter, by-laws or other organizational documents of the Pledgor or any order of any governmental authority or court binding on the Pledgor or its property, (d) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Pledgor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (e) except for the security interests created pursuant hereto, will not result in the creation or imposition of any lien, charge or encumbrance on any asset of the Pledgor. This Agreement has been duly executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Pledgor is (and shall have at all times maintained its status as) a “business development company” under the Investment Company Act. In executing and delivering this Agreement, the Pledgor has (i) without reliance on the Administrative Agent, the Collateral Agent or any Lender, or any information received from the Administrative Agent, the Collateral Agent or any Lender, and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and of the Borrower, the Borrower’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower or the obligations and risks undertaken herein with respect to the Obligations; (ii) adequate means to obtain from the Borrower on a continuing basis information concerning the Borrower; (iii) full and complete access to the Facility Documents and any other documents executed in connection with the Facility Documents; and (iv) not relied and will not rely upon any representations or warranties of the Administrative Agent, the Collateral Agent or any Lender not embodied herein or in the other Facility Documents or any acts heretofore or hereafter taken by the Administrative Agent, the Collateral Agent or any Lender (including but not limited to any review by the Administrative Agent, the Collateral Agent or any Lender of the affairs of the Borrower).

Organizational Matters; Enforceability, Etc. The Pledgor Guarantor is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Marylandits organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, Agreement (a) are within the PledgorGuarantor’s powers and have been duly authorized by all necessary corporate or other action, (b) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of effect, except where the security interests created pursuant heretofailure to do so would not reasonably be expected to have a Material Adverse Effect, (c) will not violate any Applicable Law or regulation or the corporate charter, by-laws or other organizational documents of the Pledgor Guarantor or, except where such violation would not reasonably be expected to have a Material Adverse Effect, any applicable law or regulation or any order of any governmental authority or court binding on the Pledgor Guarantor or its property, (d) except where such violation would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Pledgor Guarantor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (e) except for the security interests created pursuant hereto, will not result in the creation or imposition of any lien, charge or encumbrance Lien on any asset of the PledgorGuarantor (other than any Lien consistent with the definition of “Permitted Liens” in the Credit Agreement). This Agreement has been duly executed and delivered by the Pledgor Guarantor and constitutes constitutes, a legal, valid and binding obligation of the PledgorGuarantor, enforceable against the Pledgor Guarantor in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws of general applicability affecting the enforcement of creditors’ rights generally or and (b) the application of general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Pledgor Guarantor is (and shall have at all times maintained its status as) a an “business development investment company” under as defined in, and subject to regulation under, the Investment Company ActAct of 1940. In executing and delivering this Agreement, the Pledgor Guarantor has (i) without reliance on the Administrative Agent, the Collateral Agent or any Lender, or any information received from the Administrative Agent, the Collateral Agent or any Lender, and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and of the BorrowerCompany, the BorrowerCompany’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower Company or the obligations and risks undertaken herein with respect to the Guaranteed Obligations; , (ii) adequate means to obtain from the Borrower Company on a continuing basis information concerning the Borrower; Company, (iii) has full and complete access to the Facility Credit Documents and any other documents executed in connection with the Facility Documents; Credit Documents and (iv) not relied and will not rely upon any representations or warranties of the Administrative Agent, the Collateral Agent or any Lender not embodied herein or in the other Facility Documents or any acts heretofore or hereafter taken by the Administrative Agent, the Collateral Agent or any Lender (including but not limited to any review by the Administrative Agent, the Collateral Agent or any Lender of the affairs of the BorrowerCompany).

Organizational Matters; Enforceability, Etc. The Pledgor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (a) are within the Pledgor’s powers and have been duly authorized by all necessary action, (b) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the security interests created pursuant hereto, (c) will not violate any Applicable Law or regulation or the corporate charter, by-laws or other organizational documents of the Pledgor or any order of any governmental authority or court binding on the Pledgor or its property, (d) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Pledgor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (e) except for the security interests created pursuant hereto, will not result in the creation or imposition of any lien, charge or encumbrance on any asset of the Pledgor. This Agreement has been duly executed and delivered by the Pledgor and constitutes constitutes, a legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Pledgor is (and shall have at all times maintained its status as) a “business development company” under the Investment Company Act. In executing and delivering this Agreement, the Pledgor has (i) without reliance on the Administrative Agent, the Collateral Agent or any Lender, or any information received from the Administrative Agent, the Collateral Agent or any Lender, and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and of the Borrower, the Borrower’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower or the obligations and risks undertaken herein with respect to the Obligations; (ii) adequate means to obtain from the Borrower on a continuing basis information concerning the Borrower; (iii) has full and complete access to the Facility Documents and any other documents executed in connection with the Facility Documents; and (iv) not relied and will not rely upon any representations or warranties of the Administrative Agent, the Collateral Agent or any Lender not embodied herein or in the other Facility Documents or any acts heretofore or hereafter taken by the Administrative Agent, the Collateral Agent or any Lender (including but not limited to any review by the Administrative Agent, the Collateral Agent or any Lender of the affairs of the Borrower).

Organizational Matters; Enforceability, Etc. The Each Pledgor is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Marylandits organization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (a) are within the such Pledgor’s powers and have been duly authorized by all necessary corporate or other action, (b) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority or court, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the security interests created pursuant hereto, (c) will not violate any Applicable Law applicable law or regulation or the corporate charter, by-laws or other organizational documents of the such Pledgor or any order of any governmental authority or court binding on the such Pledgor or its property, (d) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the such Pledgor or any of its assets, or give rise to a right thereunder to require any payment to be made by any such person, and (e) except for the security interests created pursuant hereto, will not result in the creation or imposition of any lien, charge or encumbrance on any asset of the such Pledgor. This Agreement has been duly executed and delivered by the such Pledgor and constitutes constitutes, a legal, valid and binding obligation of the such Pledgor, enforceable against the such Pledgor in accordance with its terms, except as such enforceability may be limited by applicable (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws of general applicability affecting the enforcement of creditors’ rights generally or and (b) the application of general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Pledgor None of the Pledgors nor any of their Subsidiaries is (and shall have at all times maintained its status as) a an “business development investment company” under as defined in, or subject to regulation under, the Investment Company ActAct of 1940. In executing and delivering this Agreement, the such Pledgor has (i) without reliance on the Administrative Agent, the Collateral Agent or any Lender, or any information received from the Administrative Agent, the Collateral Agent or any Lender, and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and of the Borrower, the Borrower’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower or the obligations and risks undertaken herein with respect to the Guaranteed Obligations; , (ii) adequate means to obtain from the Borrower on a continuing basis information concerning the Borrower; , (iii) has full and complete access to the Facility Loan Documents and any other documents executed in connection with the Facility Documents; Loan Documents and (iv) not relied and will not rely upon any representations or warranties of the Administrative Agent, the Collateral Agent or any Lender not embodied herein or in the other Facility Documents or any acts heretofore or hereafter taken by the Administrative Agent, the Collateral Agent or any Lender (including but not limited to any review by the Administrative Agent, the Collateral Agent or any Lender of the affairs of the Borrower).