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

Organizational Matters; Enforceability, Etc. (a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified, authorized to do business in, and in good standing as foreign corporations in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (i) are within its powers and have been duly authorized by all necessary corporate, limited liability company or other action, (ii) do not require any Governmental Approval of any Governmental Authority, except as have been obtained or made and are in full force and effect or are not required on or prior to the date hereof, (iii) will not violate in any material respect any Applicable Law or its charter, limited liability company agreement, operating agreement, by-laws or other organizational documents or any order of any Governmental Authority or court binding upon it or its property, (iv) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon it or any of its Property, and (v) other than the Liens created in favor of the Collateral Agent for the benefit of the Secured Parties, will not result in the creation or imposition of any lien, charge or encumbrance on any of its asset. (b) This Agreement has been duly executed and delivered by such Grantor and constitutes, a legal, valid and binding obligation of such Grantor, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights. (c) Such Grantor is not a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

Organizational Matters; Enforceability, Etc. (a) It The Pledgor is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Connecticut, has all requisite power and authority to carry on its business as now conducted and, except where the jurisdiction of its organization and failure to do so could not reasonably be expected to result in a material adverse effect, is duly qualified, authorized qualified to do business in, and is in good standing as foreign corporations in each in, every jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effectthat qualification is required. The execution, delivery and performance of this Agreement, Agreement by the Pledgor and the grant of the security interests pursuant hereto, hereto (i) are within its powers and have been duly authorized by all necessary corporate, limited liability company or other action, (ii) do not require any Governmental Approval of any Governmental Authority, governmental approval except as those that have been obtained or made and are in full force and effect or are not required on or prior to the date hereofexecution of the Lease Agreement, (iii) will not violate in any material respect any Applicable Law Laws or its charter, limited liability company agreement, operating agreement, by-laws or other organizational documents or any order of any Governmental Authority or court binding upon it or its propertydocuments, (iv) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon it or any of its Propertyassets or give rise to a right under any such indenture, agreement or other instrument to require any payment to be made by it, and (v) other than the Liens created in favor of the Collateral Agent except for the benefit of lien conveyed to the Secured PartiesPledgee hereunder, will not result in the creation or imposition of any lien, charge or encumbrance Lien on any of its assetassets. (b) This Agreement has been duly executed and delivered by such Grantor the Pledgor and constitutes, constitutes a legal, valid and binding obligation of such Grantoragreement, enforceable against it the Pledgor in accordance with its terms, except as such enforceability to the extent that the enforcement of remedies herein provided may be limited by bankruptcyunder applicable bankruptcy and insolvency and similar laws, insolvency, reorganization, moratorium public policy and equitable principles (regardless of whether enforcement is considered in a proceeding in equity or similar laws of general applicability affecting the enforcement of creditors’ rightsat law). (c) Such Grantor is not a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

Organizational Matters; Enforceability, Etc. (a) It The Pledgor is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its organization and is duly qualified, authorized to do business in, and in good standing as foreign corporations in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse EffectMaryland. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within its the Pledgor’s powers and have been duly authorized by all necessary corporate, limited liability company or other action, (iib) do not require any Governmental Approval of consent or approval of, registration or filing with, or any Governmental Authorityother action by, any governmental authority or court, except for (i) such as have been obtained or made and are in full force and effect or are not required on or prior to and (ii) filings and recordings in respect of the date hereofsecurity interests created pursuant hereto, (iiic) will not violate in any material respect any Applicable Law or its regulation or the corporate charter, limited liability company agreement, operating agreement, by-laws or other organizational documents of the Pledgor or any order of any Governmental Authority governmental authority or court binding upon it on the Pledgor or its property, (ivd) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon it the Pledgor or any of its Propertyassets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) other than the Liens created in favor of the Collateral Agent except for the benefit of the Secured Partiessecurity interests created pursuant hereto, will not result in the creation or imposition of any lien, charge or encumbrance on any asset of its asset. (b) the Pledgor. This Agreement has been duly executed and delivered by such Grantor the Pledgor and constitutes, a legal, valid and binding obligation of such Grantorthe Pledgor, enforceable against it the Pledgor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability Laws affecting the enforcement of creditors’ rights. rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Pledgor is (cand shall have all times maintained its status as) Such Grantor is not a “registered investment business development company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in under the Investment Company Act 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 1940the 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. (a) It The Pledgor is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its organization and is duly qualified, authorized to do business in, and in good standing as foreign corporations in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse EffectMaryland. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within its the Pledgor’s powers and have been duly authorized by all necessary corporate, limited liability company or other action, (iib) do not require any Governmental Approval of consent or approval of, registration or filing with, or any Governmental Authorityother action by, any governmental authority or court, except for (i) such as have been obtained or made and are in full force and effect or are not required on or prior to and (ii) filings and recordings in respect of the date hereofsecurity interests created pursuant hereto, (iiic) will not violate in any material respect any Applicable Law or its regulation or the corporate charter, limited liability company agreement, operating agreement, by-laws or other organizational documents of the Pledgor or any order of any Governmental Authority governmental authority or court binding upon it on the Pledgor or its property, (ivd) will not violate or result in a default in under any material respect under any indenture, agreement or other instrument binding upon it the Pledgor or any of its Propertyassets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) other than the Liens created in favor of the Collateral Agent except for the benefit of the Secured Partiessecurity interests created pursuant hereto, will not result in the creation or imposition of any lien, charge or encumbrance on any asset of its asset. (b) the Pledgor. This Agreement has been duly executed and delivered by such Grantor the Pledgor and constitutes, constitutes a legal, valid and binding obligation of such Grantorthe Pledgor, enforceable against it the Pledgor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability Laws affecting the enforcement of creditors’ rights. rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Pledgor is (cand shall have at all times maintained its status as) Such Grantor is not a “registered investment business development company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in under the Investment Company Act 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 1940the 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. (a) It Each Pledgor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified, authorized to do business in, and in good standing as foreign corporations in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effectorganization. The execution, delivery and performance of this Agreement, and the grant of the security interests pursuant hereto, (ia) are within its such Pledgor’s powers and have been duly authorized by all necessary corporate, limited liability company corporate or other action, (iib) do not require any Governmental Approval of consent or approval of, registration or filing with, or any Governmental Authorityother action by, any governmental authority or court, except for (i) such as have been obtained or made and are in full force and effect or are not required on or prior to and (ii) filings and recordings in respect of the date hereofsecurity interests created pursuant hereto, (iiic) will not violate in any material respect any Applicable Law applicable law or its regulation or the charter, limited liability company agreement, operating agreement, by-laws or other organizational documents of such Pledgor or any order of any Governmental Authority governmental authority or court binding upon it on such Pledgor or its property, (ivd) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon it such Pledgor or any of its Propertyassets, or give rise to a right thereunder to require any payment to be made by any such person, and (ve) other than the Liens created in favor of the Collateral Agent except for the benefit of the Secured Partiessecurity interests created pursuant hereto, will not result in the creation or imposition of any lien, charge or encumbrance on any asset of its asset. (b) such Pledgor. This Agreement has been duly executed and delivered by such Grantor Pledgor and constitutes, a legal, valid and binding obligation of such GrantorPledgor, enforceable against it such Pledgor in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights. rights and (cb) Such Grantor the application of general principles of equity (regardless of whether such enforceability is not considered in a proceeding in equity or at law). None of the Pledgors nor any of their Subsidiaries is an “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in in, or subject to regulation under, the Investment Company Act of 1940. In executing and delivering this Agreement, 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 Loan Documents and any other documents executed in connection with the 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 any acts heretofore or hereafter taken by the Administrative Agent, the Collateral Agent or any Lender (including any review by the Administrative Agent, the Collateral Agent or any Lender of the affairs of the Borrower).