Common use of Power; Authorization; Enforceable Obligations Clause in Contracts

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf of each of its underlying series that is a Borrower, and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant is a party will be, duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowers. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, The Borrower has either (i) the corporate power and corporate authority to execute and deliver and to perform its obligations under the extent that it is organized as a corporation or (ii) Loan Documents and to obtain extensions of credit hereunder. The Borrower has taken all necessary corporate action to authorize the trust power execution and authority to the extent that it is organized as a trustdelivery of, and in each case the legal rightperformance of its obligations under, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf of each of its underlying series that is a Borrower, and has taken all necessary action to authorize the borrowings extensions of credit on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebyAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents Documents, except (i) consents, authorizations, filings and notices which have been obtained or made and are in full force and effect, (ii) any consent, authorization or filing that may be required in the future the failure of which to which such Registrant, on behalf make or obtain could not reasonably be expected to have a Material Adverse Effect and (iii) applicable Requirements of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with Law (including the Investment Company Act approval of 1940 the CPUC) prior to foreclosure or other exercise of remedies under the forms adopted thereunder will not result in a breach of this representationLoan Documents. This Agreement has been, and each other Loan Document to which a Registrant is a party upon execution and delivery will be, duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowersdelivered. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a the Borrower) , enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) the Borrower in accordance with its terms, except as enforceability may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally generally, laws of general application related to the enforceability of securities secured by real estate and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and (y) applicable Requirements of Law (including the approval of the CPUC) prior to foreclosure or other exercise of remedies hereunder or under the Loan Documents.

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate organizational power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and, in the case of each of its underlying series that is a the Borrower, and to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational and other action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower, to authorize the extensions of independent members credit on the terms and conditions of this Agreement. With respect to the board of trustees or board of directors of each of its underlying series as Transactions to entering into be consummated on the transactions contemplated hereby. No Closing Date, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder such Transactions or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents Documents, except (a) consents, authorizations, filings and notices described in Schedule 5.4(a) of the Disclosure Letter, which consents, authorizations, filings and notices have been, or will be, obtained or made and are in full force and effect on or before the Closing Date, and all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on such Transactions, other than any such consent, authorizations, filings and notices the absence of which could not reasonably be expected to which such Registranthave a Material Adverse Effect, and (b) the filings referred to in Section 5.19 with respect to the Loan Parties on behalf of its underlying series which are Borrowersthe Closing Date. With respect to the Transactions to be consummated on the Acquisition Effective Date, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is a party; provided that any filings made required in connection with complying such Transactions or with the Investment Company Act of 1940 execution, delivery, performance, validity or the forms adopted thereunder will not result in a breach enforceability of this representation. This Agreement has or any of the Loan Documents, except (a) consents, authorizations, filings and notices described in Schedule 5.4(b) of the Disclosure Letter, which consents, authorizations, filings and notices have been, and each other Loan Document to which a Registrant is a party or will be, obtained or made and are in full force and effect on or before the Acquisition Effective Date, and all applicable waiting periods shall have expired, in each case without any action being taken by any Governmental Authority that would restrain, prevent or otherwise impose adverse conditions on such Transactions, other than any such consent, authorizations, filings and notices the absence of which could not reasonably be expected to have a Material Adverse Effect, and (b) the filings referred to in Section 5.19 with respect to the Target and its Subsidiaries that become Loan Parties. Each Loan Document has been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerseach Loan Party party thereto on the date thereof. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party party thereto, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate limited liability company or other organizational power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform its obligations under the Loan Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder on behalf of each of its underlying series that is a Borrower, and hereunder. Each Loan Party has taken all necessary limited liability company or other action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower, to authorize the borrowings on the terms and conditions of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to or other act by or in respect ofby, any Governmental Authority or any other Person is required on the part of or in respect of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity delivery and performance by the Loan Parties party thereto of this Agreement or enforceability any of the other Loan Documents Documents, except (i) such consents, authorizations, filings and notices as have been obtained or made and are in full force and effect, (ii) the Borrowing Notices and any other notices required to which such Registrantbe delivered by the Borrower under the Loan Documents, on behalf (iii) the filings referred to in Section 4.19 and any other filings necessary to perfect the Liens and security interests under the Security Documents, (iv) ordinary course of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying business filing of reports with the Investment Company Act SEC pursuant to generally applicable securities laws and (v) those consents, authorizations, filings, notices or actions, the failure of 1940 which to obtain or the forms adopted thereunder will make, would not result in reasonably be expected to have a breach of this representationMaterial Adverse Effect. This Agreement has been, and each other Each existing Loan Document to which a Registrant is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series each Loan Party that are Borrowersis a party thereto. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series Loan Party that is a Borrower) party thereto, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantThe execution, acting on its own behalf delivery and if applicable on behalf performance by the Borrower of each of its underlying series that is a Borrower, has either (i) this Agreement and the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan other Related Documents to which it is a party party, and the creation and perfection of all Liens and ownership interests provided for herein and therein: (i) are within the Borrower’s corporate power; (ii) have been duly authorized by all necessary corporate or other actions; (iii) do not contravene any provision of the Borrower’s certificate of incorporation or bylaws; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority in any material respect; (v) do not contravene, or cause Borrower or any Originator to borrow hereunder be in default under, any contractual restriction contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note or other agreement or instrument binding on behalf or affecting Borrower or such Originator or its property; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of the Borrower or any Originator; and (vii) except where the failure to obtain or make such consent or approval could not reasonably be expected to have a Material Adverse Effect, do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with prior to the Effective Date as provided in Section 3.01(b). The exercise by each of its underlying series that is a the Borrower, the Lenders, the Managing Agents or the Administrative Agent of any of its rights and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and remedies under any Notes and to authorize the execution, delivery and performance of the Loan Documents Related Document to which it is a party including, but do not limited to, receiving require the consent or approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required Person, except those which will have been duly obtained, made or complied with prior to the Closing Date as provided in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability Section 3.01(b). Each of the Loan Related Documents to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Borrower is a party will be, shall have been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowers. This Agreement constitutes, the Borrower and each other Loan such Related Document to which a Registrant is a party when executed and delivered will constitute, shall then constitute a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) the Borrower enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) it in accordance with its terms, except subject, as enforceability may be limited by to enforceability, to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement enforceability of creditors’ rights generally and by (B) general equitable principles (principles, whether enforcement is sought by proceedings applied in equity a proceeding at law or at law)in equity.

Power; Authorization; Enforceable Obligations. Each RegistrantTrust, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf of each of its underlying series that is a Borrower, and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such RegistrantTrust, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Trust is a party will be, duly executed and delivered by such RegistrantTrust, on behalf of its underlying series that are Borrowers. This Agreement constitutes, and each other Loan Document to which a Registrant Trust is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant Trust (on behalf of each of its underlying series that is a Borrower) enforceable against such Registrant Trust (on behalf of each of its underlying series that is a Borrower) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and, in the case of each of its underlying series that is a the Borrower, and to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower, to authorize the extensions of independent members credit on the terms and conditions of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Loan Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Loan Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 6.03, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 6.09. The execution, delivery and performance of the Transaction Documents do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except (a) as described or required to which such Registrantbe described in Section 3.05(b) of the Company Disclosure Letter (as defined in the Master Transaction Agreement (as defined in the US First Lien Credit Agreement)) and other immaterial consents, on behalf of its underlying series approvals, authorizations, filings and notices that have been obtained or made and which are Borrowersin full force and effect, is a party; provided that any filings made in connection with complying with (b) the Investment Company premerger notification and waiting period requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been1976, as amended, and each the rules and regulations promulgated thereunder, which notices have been made and periods have elapsed and (c) the requirements of Antitrust Laws (as defined in the Master Transaction Agreement (as defined in the US First Lien Credit Agreement)) of any other relevant jurisdiction, which requirements have been satisfied except where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation of the Related Transactions and would not have a Company Material Adverse Effect (as defined in the Master Transaction Agreement (as defined in the US First Lien Credit Agreement)). Each Loan Document to which a Registrant is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series each Loan Party that are Borrowersis a party thereto. This Loan Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series Loan Party that is a Borrower) party thereto, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, the Credit Parties has either (i) the corporate or other necessary power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Credit Documents to which it is a party party, and in the case of the Borrower, to borrow hereunder on behalf obtain extensions of each of its underlying series that is a Borrowercredit hereunder, and has taken all necessary corporate or other necessary action to authorize the borrowings and other extensions of credit on the terms and conditions of this Credit Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebyparty. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Credit Party in connection with the borrowings hereunder or other extensions of credit hereunder, with the execution, delivery, performance, validity or enforceability of the Loan Credit Documents to which such Registrant, on behalf of its underlying series which are Borrowers, Credit Party is a party; provided that any filings made in connection with complying party or with the Investment Company Act consummation of 1940 the Transaction, except for (i) consents, authorizations, notices and filings described in SCHEDULE 6.4, all of which have been obtained or made or have the status described in such SCHEDULE 6.4, (ii) filings to release Liens to the extent that the holders of such Liens have agreed in writing with the Agent to release such Liens, (iii) filings to perfect the Liens created by the Collateral Documents and (iv) consents, authorizations, filings, notices or other acts which have been obtained as and when required or the forms adopted thereunder will failure to make or obtain could not result in reasonably be expected to have a breach of this representationMaterial Adverse Effect. This Credit Agreement has been, and each other Loan Credit Document to which a Registrant any Credit Party is a party will be, duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowersthe Credit Parties. This Credit Agreement constitutes, and each other Loan Credit Document to which a Registrant any Credit Party is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Credit Party enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) and by an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate requisite power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and, in the case of each of its underlying series that is a Borrower, to obtain Credit Extensions hereunder, and each Loan Party has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval of the majority of independent members of the board of trustees or board of directors case of each Borrower, to authorize the Credit Extensions on the terms and conditions of its underlying series as to entering into this Agreement, any Notes and the transactions contemplated herebyLetter of Credit Applications. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, it is a party; provided that any filings made party or, in connection with complying the case of each Borrower, with the Investment Company Credit Extensions hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Effective Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Company and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (d) consents, authorizations, notices and filings which the forms adopted thereunder will failure to obtain or make would not result in reasonably be expected to have a breach of this representationMaterial Adverse Effect. This Agreement has beenbeen duly executed and delivered by each Borrower, and each other Loan Document to which a Registrant any Loan Party is a party will be, be duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerssuch Loan Party. This Agreement constitutesconstitutes a legal, valid and binding obligation of each Borrower, and each other Loan Document to which a Registrant any Loan Party is a party when executed and delivered will constitute, constitute a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf Seller and if applicable on behalf of each of its underlying series that is a Borrower, the Guarantor has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Transaction Documents to which it is a party party. Each Seller and to borrow hereunder on behalf of each of its underlying series that is a Borrower, and the Guarantor has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Transaction Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebyparty. No consent or authorization of, filing with, notice to or other act by or in respect of, of any Governmental Authority or any other Person is required in connection with the borrowings transactions hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents other Transaction Documents, except (a) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (b) the filings referred to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representationSection 3.14. This Agreement Each Transaction Document has been, and each other Loan Document to which a Registrant is a party will be, been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowersthe relevant Seller and the Servicer and, in the case of the Guarantee, by the Guarantor. This Agreement constitutes, and each other Loan Transaction Document to which a Registrant is a party when executed upon execution and delivered delivery thereof will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) the relevant Seller and the Servicer, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Seller and the Servicer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). The Guarantee upon execution and delivery thereof will constitute a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). This Agreement and the other Transaction Documents are in proper legal form under applicable law for the enforcement thereof against the respective Sellers, including under the laws of the jurisdiction of each Seller, to the extent applicable, to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement in such jurisdictions.

Power; Authorization; Enforceable Obligations. Each Registrantof CSSW Parent, acting on its own behalf the Borrower and if applicable on behalf of each of its underlying series that is a Borrower, the Steel Winds Companies has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, right to executemake, deliver and perform its obligations under the Loan Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder on behalf the Term Loans hereunder. Each of each of the Borrower’s Subsidiaries has the power and authority and the legal right to make, deliver and perform its underlying series that obligations under the Project Documents to which it is a Borrowerparty. Each of CSSW Parent, the Borrower and the Steel Winds Companies has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority of independent members Borrower, to authorize the borrowings of the board Term Loans on the terms and conditions of trustees or board this Agreement. Each of directors the Borrower’s Subsidiaries has taken all necessary organizational action to authorize the execution, delivery and performance of each of its underlying series as the Project Documents to entering into the transactions contemplated herebywhich it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings of the Term Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement, any of the Loan Documents or any of the Project Documents except (i) consents, authorizations, filings and notices described in Schedule 5.2, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to which such Registrant, in Section 5.21 and in the Guarantee and Security Agreement. Each Loan Document has been duly executed and delivered on behalf of its underlying series which are BorrowersCSSW Parent, the Borrower and the Steel Winds Companies (to the extent it is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representationparty thereto). This Agreement has been, and each other Loan Each Project Document to which a Registrant any Subsidiary of the Borrower is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series that are BorrowersSubsidiary. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that CSSW Parent, the Borrower and the Steel Winds Companies (to the extent it is a Borrower) party thereto), enforceable against each such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Each Project Document to which any Subsidiary of the Borrower is party constitutes a legal, valid and binding obligation of such Subsidiary, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantLoan Party, acting on its own behalf Xxxx Resorts Holdings and if applicable on behalf of each of its underlying series that is a Borrower, the Completion Guarantor has either (i) the corporate power and authority to or limited liability company power, as the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustcase may be, and in each case authority, and the legal right, to execute, deliver and perform the Loan Documents Documents, the Financing Agreements and the Material Contracts to which it is a party and to borrow hereunder on behalf carry out the transactions contemplated thereby and, in the case of each of its underlying series that is a the Borrower, to borrow hereunder. Each Loan Party, Xxxx Resorts Holdings and the Completion Guarantor has taken all necessary action to authorize corporate or limited liability company action, as the borrowings on the terms and conditions of this Agreement and any Notes and case may be, to authorize the execution, delivery and performance of the Loan Documents Documents, the Financing Agreements and the Material Contracts to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower, to authorize the borrowings and issuances of independent members Indebtedness on the terms and conditions of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any Person (other Person than a Loan Party) is required to be obtained, made or taken by a Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have, unless otherwise indicated on Schedule 4.4, been obtained or made (or waived) and are in full force and effect and (ii) the filings and actions referred to which such Registrantin Section 4.19. Each Loan Document, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Financing Agreement and Material Contract has been, and each other Loan Document to which a Registrant is a party will be, been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowersthe Completion Guarantor, Xxxx Resorts Holdings and each Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed Document, Financing Agreement and delivered Material Contract upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of the Completion Guarantor, Xxxx Resorts Holdings and each of its underlying series that is a Borrower) Loan Party party thereto, enforceable against such Registrant (on behalf of the Completion Guarantor, Xxxx Resorts Holdings and each of its underlying series that is a Borrower) Loan Party party thereto in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf Loan Party and if applicable on behalf of each of its underlying series that is a Borrower, Enterasys has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and, in the case of each of its underlying series that is a the Borrower, to obtain extensions of credit hereunder. Each Loan Party and Enterasys has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower, to authorize the extensions of independent members credit on the terms and conditions of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices described in Part A of Schedule 4.4, which Governmental Approvals, consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to which such Registrantin Section 4.19, on behalf (iii) Governmental Approvals described in Part B of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has beenSchedule 4.4, and each (iv) any approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. Each Loan Document to which a Registrant is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerseach Loan Party party thereto or Enterasys, as applicable. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered constitutes or, upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party party thereto or Enterasys, as applicable, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party or Enterasys, as applicable, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and principles of good faith and fair dealing (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantFund, acting on its own behalf and if applicable on behalf of each of its underlying series or portfolios that is a Borrower, has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf of each of its underlying series portfolios that is a Borrower, and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series portfolios as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such RegistrantFund, on behalf of its underlying series portfolios which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Fund is a party will be, duly executed and delivered by such RegistrantFund, on behalf of its underlying series portfolio that are Borrowers. This Agreement constitutes, and each other Loan Document to which a Registrant Fund is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant Fund (on behalf of each of its underlying series and portfolios that is a Borrower, or on behalf of itself if it is a Borrower) enforceable against such Registrant Fund (on behalf of each of its underlying series portfolio that is a Borrower, or on behalf of itself if it is a Borrower) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and, in the case of each of its underlying series that is a the Borrower, and to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower, to authorize the extensions of independent members credit on the terms and conditions of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.3, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 3.14. The execution, delivery and performance of the Transaction Documents do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except (a) as described or required to which such Registrantbe described in Section 3.05(b) of the Company Disclosure Letter (as defined in the Master Transaction Agreement) and other immaterial consents, on behalf of its underlying series approvals, authorizations, filings and notices that have been obtained or made and which are Borrowersin full force and effect, is a party; provided that any filings made in connection with complying with (b) the Investment Company premerger notification and waiting period requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been1976, as amended, and each the rules and regulations promulgated thereunder, which notices have been made and periods have elapsed and (c) the requirements of Antitrust Laws (as defined in the Master Transaction Agreement) of any other relevant jurisdiction, which requirements have been satisfied, except where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation of the Related Transactions and would not have a Company Material Adverse Effect (as defined in the Master Transaction Agreement). Each Loan Document to which a Registrant is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series each Loan Party that are Borrowersis a party thereto. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series Loan Party that is a Borrower) party thereto, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant(a) Subject to obtaining any consent set forth in Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective) prior to a Consent Event, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) or will have the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and, in the case of each of its underlying series that is a Borrower, to obtain Loans hereunder, and each Loan Party has or will have taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval of the majority of independent members of the board of trustees or board of directors case of each Borrower, to authorize the borrowings on the terms and conditions of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Loans hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents Documents, except (A)(x) consents, authorizations, filings and notices described in Part I of Schedule 3.4, which consents, authorizations, filings and notices have been obtained or, except as noted therein, made and are in full force and effect and (y) the consents described in Part II of Schedule 3.4 (unless an Applicable Amendment shall have become effective) which consents (or amendment or amendments, as the case may be) will be obtained prior to which a Consent Event, (B) consents of any applicable Governmental Authority (including, where applicable, the Bermuda Monetary Authority, the U.K. Financial Services Authority and any relevant insurance commission or analogous Governmental Authority in the United States) required in the event of the exercise by the Collateral Agent of any right (1) to control or to allow any assignee of the Collateral Agent to control any Insurance Subsidiary or (2) to sell or transfer in accordance with the terms and conditions of any Security Document any Capital Stock of any Insurance Subsidiary pledged in accordance with the terms of such RegistrantSecurity Document (including, on behalf in such case, any consent required for the purchaser or the transferee of its underlying series which are Borrowerssuch Capital Stock) and (C) any consent or authorization of, is a party; provided that filing with or notice to, the relevant insurance commission or other Governmental Authority pursuant to any filings made applicable Requirement of Law in connection with complying the creation subsequent to the Closing Date in accordance with Section 5.4 of a security interest in the Investment Company Act Capital Stock of 1940 or the forms adopted thereunder will not result in a breach of this representationany Material Subsidiary which is an Insurance Subsidiary. This Agreement has been, and each other Each Loan Document to which a Registrant is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerseach Loan Party which is a party thereto. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that Loan Party which is a Borrower) party thereto, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, The Borrower has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Transaction Documents and each Supplier Agreement to which it is is, or will become, a party and to borrow hereunder on behalf of each of its underlying series that is a Borrower, and the Loans hereunder. The Borrower has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Transaction Documents and each Supplier Agreement to which it is is, or will become, a party including, but not limited to, receiving and to authorize the approval borrowings of the majority Loans on the terms and conditions of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the transactions contemplated under the Transaction Documents, each Supplier Agreement to which it is a party, and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Transaction Documents or any Supplier Agreement to which such Registrantthe Borrower is, on behalf of its underlying series which are Borrowersor will become, is a party, except (i) consents, authorizations, filings and notices as have been obtained or made and are in full force and effect; provided that any (ii) the filings made referred to in connection with complying with the Investment Company Act Security Documents and the UCC-1 financing statement filings (and similar non-United States filings and recordations) referred to in the Supplier Agreements; and (iii) such other consents, authorizations, filings or notices the failure of 1940 which to obtain or the forms adopted thereunder will make would not result in have a breach of this representationMaterial Adverse Effect. This Agreement has been, Each Transaction Document and each other Loan Document Supplier Agreement to which a Registrant is the Borrower is, or will become, a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowersthe Borrower. This Agreement constitutes, and each other Loan Transaction Document and each Supplier Agreement to which the Borrower is, or will become, a Registrant is a party when executed and delivered party, upon execution, will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a the Borrower) , enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantThe execution, acting on its own behalf delivery and if applicable on behalf performance by the Borrower of each of its underlying series that is a Borrower, has either (i) this Agreement and the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan other Related Documents to which it is a party, and the creation and perfection of all Liens and ownership interests provided for herein and therein: (i) are within the Borrower's limited liability company power; (ii) have been duly authorized by all necessary or proper actions; (iii) do not contravene any provision of the Borrower's certificate of formation or limited liability company agreement; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Borrower or any Originator is a party or by which the Borrower or any Originator or any of the property of the Borrower or any Originator is bound; (vi) do not result in the creation or imposition of any Adverse Claim upon any of the property of the Borrower or any Originator; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with prior to borrow hereunder on behalf of the Effective Date as provided in Section 3.01(b). The exercise by each of its underlying series that is a the Borrower, the Lenders or the Administrative Agent of any of its rights and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and remedies under any Notes and to authorize the execution, delivery and performance of the Loan Documents Related Document to which it is a party including, but do not limited to, receiving require the consent or approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is (other than consents or approvals solely relating to or required to be obtained by a Lender or the Administrative Agent as to which Borrower makes no representation hereunder), except those which will have been duly obtained, made or complied with prior to the Closing Date as provided in connection with Section 3.01(b). On or prior to the borrowings hereunder or with the executionEffective Date, delivery, performance, validity or enforceability each of the Loan Related Documents to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Borrower is a party will be, shall have been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowers. This Agreement constitutes, the Borrower and each other Loan such Related Document to which a Registrant is a party when executed and delivered will constitute, shall then constitute a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) the Borrower enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, The Borrower has either (i) the corporate limited partnership power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf of each of its underlying series that is a Borrower, and has taken all necessary limited partnership company action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party. With respect to each other Loan Party, such Loan Party has the limited liability company or corporate (as applicable) power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party includingand has taken all necessary limited liability company or corporate action (as applicable) to authorize the execution, but not limited to, receiving the approval delivery and performance of the majority of independent members of the board of trustees or board of directors of each of its underlying series as Loan Documents to entering into the transactions contemplated herebywhich it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, the Borrower is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant it is a party will be, duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowersthe Borrower. This Agreement constitutes, and each other Loan Document to which a Registrant it is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) the Borrower enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) the Borrower in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf of each of its underlying series that is a Borrower, and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant is a party will be, duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowers. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, the Loan Parties has either (i) the corporate (or analogous) power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and and, if applicable, to borrow hereunder on behalf of each of its underlying series that is a Borrowerhereunder, and and, if applicable, has taken all necessary corporate (or analogous) action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingparty. Except for (a) the filing of Uniform Commercial Code financing statements and equivalent filings for foreign jurisdictions and the taking of applicable actions referred to in Section 5.16 and (b) the filings or other actions listed on Schedule 5.4 (and including such other authorizations, but not limited toapprovals, receiving the approval of the majority of independent members of the board of trustees registrations, actions, notices or board of directors of each of its underlying series filings as to entering into the transactions contemplated hereby. No have already been obtained, made or taken and are in full force and effect), no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person Person, including the FERC, to which the Borrower or other Loan Party is subject, is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which the Loan Parties are Borrowers, is a party; provided that any filings made approval by the FERC may be required for the transfer of direct or indirect ownership or control of FERC Contract Collateral; provided, further, that no approval of the FERC is required for the granting of the security interest in the FERC Contract Collateral to the Administrative Agent pursuant to the Security Documents. As of the Closing Date, the only contracts comprising FERC Contract Collateral of the Loan Parties and their respective Subsidiaries as to which further consent of the FERC may be required in connection with complying with the Investment Company Act exercise of 1940 or remedies by the forms adopted thereunder will not result in a breach Administrative Agent under the Loan Documents are contracts for the transportation and storage of this representationcertain Eligible Commodities. This Agreement has been, and each other Loan Document to which a Registrant any Loan Party is a party will be, duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerssuch Loan Party. This Agreement constitutes, and each other Loan Document to which a Registrant it is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party party thereto enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, has either (i) Loan Party will have the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustunder its constitutive documents, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party prior to the execution of any such Loan Documents, subject, in the case of a Subsidiary Guarantor or a Specified Subsidiary, to the final proviso to each such definition. The Borrower has the power and to borrow hereunder on behalf of each of authority under its underlying series that is a Borrowerconstitutive documents, and has the legal right, to obtain extensions of credit under the Revolving Commitments. Each Loan Party will have taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and under its constitutive documents to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingprior to the execution of any such Loan Documents, but not limited tosubject, receiving in the approval case of a Subsidiary Guarantor or a Specified Subsidiary, to the majority final proviso to each such definition. The Borrower has taken all necessary organizational action under its constitutive documents to authorize the extensions of independent members credit under the Revolving Commitments on the terms and conditions of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents to which such Registrant, by or on behalf of its underlying series the Loan Parties, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which are Borrowersconsents, is a party; provided authorizations, filings and notices shall be obtained or made and shall be in full force and effect as of the Closing Date (except that any no such filings will have been obtained or made with respect to certain real and personal property excluded from the Collateral under the Security Documents) and (ii) the filings referred to in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representationSection 4.19. This Agreement has been, and each other Loan Document to which a Registrant is a party as of its date will be, duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerseach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party party thereto, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Citigroup Ring-Fence Entity has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Program Documents to which it is is, or will become, a party and and, in the case of Citigroup, to borrow hereunder on behalf of each of its underlying series that is a Borrower, and the FRBNY Loan hereunder. Each Citigroup Ring-Fence Entity has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Program Documents to which it is is, or will become, a party including, but not limited to, receiving and to authorize the approval borrowing of the majority FRBNY Loan on the terms and conditions of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Master Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings transactions and the borrowing of the FRBNY Loan hereunder or with the execution, delivery, performance, validity or enforceability of this Master Agreement or any of the Loan Program Documents to which such Registrantany Citigroup Ring- Fence Entity is, on behalf of its underlying series which are Borrowersor will become, is a party; provided that any , except (i) consents, authorizations, filings and notices as have been obtained or made and are in connection with complying with full force and effect, (ii) the Investment Company Act filings referred to in the Security Documents and (iii) consents, authorizations, filings and notices the failure of 1940 or the forms adopted thereunder will which to obtain could not result in reasonably be expected to have a breach of this representationMaterial Adverse Effect. This Agreement has been, and each other Loan Each Program Document to which a Registrant is any Citigroup Ring-Fence Entity is, or will become, a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerssuch entity. This Master Agreement constitutes, and each other Loan Program Document to which any Citigroup Ring-Fence Entity is, or will become, a Registrant is a party when executed and delivered party, upon execution, will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) entity, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) entity in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantFund, acting on its own behalf and if applicable on behalf of each of its underlying series investment portfolio thereof that is a Borrower, has either (i) the corporate power and authority as to the extent those Funds that it is are organized as a corporation or (ii) corporations and the trust power and authority as to the extent Funds that it is are organized as a trusttrusts, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder and thereunder on its own behalf or if applicable on behalf of each of its underlying series investment portfolio thereof that is a Borrower, and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent non-interested members of the board of trustees or board of directors of each of its underlying series Fund as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such RegistrantFund, on its own behalf or if applicable on behalf of its underlying series the investment portfolios thereof which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Fund is a party will be, duly executed and delivered by such RegistrantFund, on its own behalf or if applicable on behalf of its underlying series the investment portfolios thereof that are Borrowers. This Agreement constitutes, and each other Loan Document to which a Registrant Fund is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant Fund (individually and on behalf of each of its underlying series that is a BorrowerBorrower severally and not jointly or jointly and severally as applicable) enforceable against such Registrant Fund (individually and on behalf of each of its underlying series that is a BorrowerBorrower severally and not jointly or jointly and severally as applicable) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantFund, acting --------------------------------------------- on its own behalf and if applicable on behalf of each of its underlying series investment portfolio thereof that is a Borrower, has either (i) the corporate power and authority as to the extent those Funds that it is are organized as a corporation or (ii) corporations and the trust power and authority as to the extent Funds that it is are organized as a trusttrusts, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder and thereunder on its own behalf or if applicable on behalf of each of its underlying series investment portfolio thereof that is a Borrower, and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent non-interested members of the board of trustees or board of directors of each of its underlying series Fund as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such RegistrantFund, on its own behalf or if applicable on behalf of its underlying series the investment portfolios thereof which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Fund is a party will be, duly executed and delivered by such RegistrantFund, on its own behalf or if applicable on behalf of its underlying series the investment portfolios thereof that are Borrowers. This Agreement constitutes, and each other Loan Document to which a Registrant Fund is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant Fund (individually and on behalf of each of its underlying series that is a BorrowerBorrower severally and not jointly or jointly and severally as applicable) enforceable against such Registrant Fund (individually and on behalf of each of its underlying series that is a BorrowerBorrower severally and not jointly or jointly and severally as applicable) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf The Borrower and if applicable on behalf of each of its underlying series that is a Borrower, Guarantor has either (i) the corporate (or analogous) power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and and, if applicable, to borrow hereunder on behalf of each of its underlying series that is a Borrowerhereunder, and and, if applicable, has taken all necessary corporate (or analogous) action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingparty. Except for (a) the filing of UCC financing statements and equivalent filings for foreign jurisdictions and the taking of applicable actions referred to in Section 4.16 and (b) the filings or other actions listed on Schedule 4.4, but not limited toall of which authorizations, receiving the approval of the majority of independent members of the board of trustees approvals, registrations, actions, notices or board of directors of each of its underlying series filings as to entering into the transactions contemplated hereby. No have already been obtained, made or taken and are in full force and effect, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person Person, to which the Borrower or such Guarantor is subject, is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which the Borrower or such Registrant, on behalf of its underlying series which are Borrowers, Guarantor is a party; provided that , the grant by the Borrower or, if applicable, such Guarantor of the Liens granted by it pursuant to any filings made in connection with complying with Security Document, the Investment Company Act perfection or maintenance of 1940 the Liens created under any Security Document (including the first priority nature thereof) or the forms adopted thereunder will not result exercise by the Administrative Agent or any Secured Party of its rights under the Loan Documents or the remedies in a breach respect of this representationthe Collateral pursuant to the Security Documents. This Agreement has beenbeen duly executed and delivered on behalf of the Borrower, and each other Loan Document to which the Borrower or a Registrant Guarantor is a party will be, be duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowersthe Borrower or such Guarantor, as applicable. This Agreement constitutesconstitutes (with respect to the Borrower), and each other Loan Document to which the Borrower or a Registrant Guarantor is a party when executed and delivered will constitute, a legal, valid and binding obligation of the Borrower or such Registrant (on behalf of each of its underlying series that is a Borrower) Guarantor, as applicable, enforceable against the Borrower or such Registrant (on behalf of each of its underlying series that is a Borrower) Guarantor in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent Table of Contents conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each RegistrantThe execution, acting on its own behalf delivery and if applicable on behalf performance by Buyers of each of its underlying series that is a Borrowerthis Agreement, has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan other Transaction Documents to which it is a party and all instruments and documents to borrow hereunder be delivered by it on behalf of each of its underlying series that is a Borrowerthe Closing Date, and has taken the consummation by Buyers of the transactions contemplated by the foregoing (a) are within Buyers' trust or limited partnership power, as applicable, (b) have been duly authorized by all necessary action of Buyers, (c) are not and will not be in contravention of Buyers' Declaration of Trust, By-laws and the Buyer Partnership Agreement or other governing documents, (d) do not and will not conflict with or violate any law or regulation, or any judgment, order or decree of any court or other Governmental Authority applicable to authorize Buyers or any of their Subsidiaries, (e) will not conflict with or result in the borrowings on material breach or termination of, result in the terms and conditions loss of this Agreement and material rights or benefits under, constitute a material default under, accelerate any Notes and performance required by or give rise to authorize the execution, delivery and performance of the Loan Documents any obligation to purchase or repurchase any Indebtedness under any Material Contract to which it Buyers or any of their Subsidiaries is a party includingor by which Buyers or any of their Subsidiaries is bound, but except as disclosed in Schedule 5.2, (f) will not limited to, receiving result in the approval creation or imposition of any Encumbrance upon any of the majority property of independent members Buyers or any of their Subsidiaries and (g) except for the board filing of trustees a Supplemental Listing Application with the New York Stock Exchange covering common shares of beneficial interest of Buyer Parent issuable upon redemption or board exchange of directors Preferred Shares or Preferred Units and except for the filing by Buyers of each of its underlying series as to entering into a Current Report on Form 8-K with the SEC in connection with the transactions contemplated hereby. No , do not and will not require on the part of Buyers or any of their Subsidiaries the consent or authorization approval of, or any filing with, notice to with or other act by or in respect notification of, any Governmental Authority Authority, any holder of Indebtedness or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representationPerson. This Agreement has been, and at or prior to the Closing Date, each of the other Loan Document Transaction Documents to which a Registrant is Buyers are a party will beshall have been, duly executed and delivered by such Registrant, on behalf of its underlying series that are BorrowersBuyers. This Agreement constitutes, constitutes (and from and after the Closing Date each other Loan Transaction Document to which a Registrant is Buyers are a party when executed and delivered will shall constitute, ) a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Buyers, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Buyers in accordance with its terms, except as enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and similar laws affecting the enforcement creditors' rights and remedies generally, and subject, as to enforceability, to judicial discretion and general principles of creditors’ rights generally equity, including principles of commercial reasonableness, good faith and by general equitable principles fair dealing (regardless of whether enforcement is sought by proceedings in equity a proceeding at law or at lawin equity)).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, the Loan Parties has either (i) the corporate (or analogous) power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrowers, to borrow hereunder on behalf of each of its underlying series that is a Borrower, and has taken all necessary corporate (or analogous) action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party party. Except for (a) the filing of UCC financing statements and equivalent filings for foreign jurisdictions, (b) consents to be obtained in the future in the performance of the ordinary course of the applicable Loan Party’s business for such Loan Party to conduct its business and (c) the filings or other actions listed on Schedule 5.4 (and including, but not limited towithout limitation, receiving the approval of the majority of independent members of the board of trustees such other authorizations, approvals, registrations, actions, notices, or board of directors of each of its underlying series filings as to entering into the transactions contemplated hereby. No have already been obtained, made or taken and are in full force and effect), no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person Person, including without limitation the FERC, to which a Borrower or any of their Subsidiaries is subject, is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which the Loan Parties are Borrowers, is a party; provided that any filings made . As of the Closing Date, there are no contracts as to which further consent of the FERC may be required in connection with complying with the Investment Company Act exercise of 1940 remedies by the Administrative Agent or the forms adopted thereunder will not result in a breach Collateral Agent under the Loan Documents are contracts for the transportation of this representationcertain Eligible Commodities. This Agreement has been, and each other Loan Document to which a Registrant is they are a party will be, have been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowers. This Agreement constitutes, the Loan Parties and each other Loan Document to which a Registrant is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party, as applicable, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally generally, and by subject to general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, The Borrower has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf obtain extensions of each of its underlying series that is a Borrower, and credit hereunder. The Borrower has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving and to authorize the approval extensions of credit on the majority terms and conditions of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings Merger and the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents Documents, except (i) for (A) applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state securities or “blue sky” laws (“Blue Sky Laws”), (B) filing with the SEC of (1) the Schedule 14D-9, and any amendment thereto, (2) a proxy statement or, if shares have been purchased pursuant to which such Registrantthe Tender Offer, on behalf of its underlying series which are Borrowersan information statement (as defined in Rule 14c-1 under the Exchange Act) as amended or supplemented from time to time, is a party; provided (the “Proxy Statement”) and other written communications that any filings made may be deemed “soliciting materials” under Rule 14a-12 and (3) other documents otherwise required in connection with complying the transactions contemplated hereby, (C) any filings required under the rules and regulations of the New York Stock Exchange (the “NYSE”), (D) the filing of the articles of merger in a form that complies with the Investment Company Act Maryland General Corporation Law with, and the acceptance for record thereof by, the State Department of 1940 or Assessments and Taxation of Maryland, (E) the forms adopted thereunder will not result filing of the certificate of merger in a breach form that complies with the Delaware Revised Uniform Limited Partnership Act with, and the acceptance for record thereof by, the Secretary of this representation. This Agreement has State of the State of Delaware, and (F) other filings as may be required in connection with state or local transfer taxes, (ii) consents, authorizations, filings and notices described in the Merger Documentation or Schedule 3.3, which consents, authorizations, filings and notices have been, or on or prior to the Closing Date will be, obtained or made and each are or will be in full force and effect, (iii) filings referred to in Section 3.8 and Section 4.1(h) and (iv) where the failure to obtain such consents, authorizations, filings and notices, individually or in the aggregate, would not (A) prevent or materially delay consummation of the Tender Offer, Merger and other transactions contemplated by the Merger Documentation, or (B) reasonably be expected to have a Material Adverse Effect. Each Loan Document to which a Registrant it is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowersthe Borrower. This Agreement constitutes, and each other Loan Document to which a Registrant it is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a the Borrower) , enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate requisite power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and, in the case of each of its underlying series that is a the Borrower, to incur the Loans hereunder, and each Loan Party has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower, to incur the Loans on the terms and conditions of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement and any Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Posting Version 12/7/17 Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, it is a party; provided that any filings made party or, in connection with complying the case of the Borrower, with the Investment Company incurrence of the Loans hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Effective Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (d) consents, authorizations, notices and filings which the forms adopted thereunder will failure to obtain or make would not result in reasonably be expected to have a breach of this representationMaterial Adverse Effect. This Agreement has beenbeen duly executed and delivered by the Borrower, and each other Loan Document to which a Registrant any Loan Party is a party will be, be duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerssuch Loan Party. This Agreement constitutesconstitutes a legal, valid and binding obligation of the Borrower, and each other Loan Document to which a Registrant any Loan Party is a party when executed and delivered will constitute, constitute a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on of the Borrower --------------------------------------------- and its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Subsidiaries has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Financing Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder on behalf hereunder. Each of each of the Borrower and its underlying series that is a Borrower, and Subsidiaries has taken all necessary action to authorize the borrowings Loans on the terms and conditions of this Agreement and any Notes the Note and to authorize the execution, delivery and performance by it of the Loan Financing Documents to which it is a party includingparty. Except as otherwise set forth in the Master ------ Disclosure Schedule, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated hereby. No no consent or authorization of, filing with, notice to or ------------------- other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by the Borrower or any of its Subsidiaries in connection with the borrowings Loans hereunder or with the execution, delivery, performance, delivery or performance by the Borrower or any of its Subsidiaries or the validity or enforceability with respect to or against the Borrower or any of its Subsidiaries, as the case may be, of the Loan Financing Documents to which the Borrower or such RegistrantSubsidiary, on behalf of its underlying series which are Borrowersas the case may be, is a party; provided party (other than the filings of Uniform Commercial Code financing statements in order to perfect the security interest that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant is a party will be, duly executed and delivered can be perfected by such Registrantfilings). Each of the Financing Documents, on behalf of its underlying series that are Borrowers. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered delivered, will constitute, constitute a legal, valid and binding obligation of such Registrant (on behalf of each of the Borrower and its underlying series Subsidiaries, as the case may be, enforceable against each of them, as the case may be, to the extent that each of them is a Borrower) enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) in accordance with its termsparty thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Such Borrower --------------------------------------------- has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and obtain the making of each of its underlying series that is a Borrower, and the Loans. Such Borrower has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance by it of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebyDocuments. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by such Borrower in connection with, the making of the Loans, or by such Borrower in connection with the borrowings hereunder or with the execution, delivery, performance, validity delivery or enforceability performance by such Borrower of the Loan Documents or the validity or enforceability with respect to which such Registrant, on behalf or against it of its underlying series which are Borrowers, is a party; provided that any filings made the Loan Documents or in connection with complying the continuing operations of such Borrower other than (a) the recordation of the amendment of the Mexican Mortgages and each Acknowledgement of Indebtedness, (b) registration of the Stock Pledge Agreement in the stock registry of each Mexican Borrower who issued the corresponding stock, (c) registration of the Corporate Parts Pledge Agreement in the special registry book of Servicios de Comunicacion Popular, S. de R.L., (d) registration of the Txxxxmark Security Agreement (e) cancellation of the Lucent Collateral other than the Mexican Mortgages and the recordation thereof in the registries where the Lucent collateral is registered, (f) consents, authorizations and filings in connection with enforcement of the Investment Company Act Loan Documents, (g) consents, permits and authorizations specified on Schedule 3.4 or Schedule 3.21, (h) the ----------------------------- periodic filings that should be made of 1940 or the forms adopted thereunder will Loan and interest thereon with Hacienda and the periodic renewal of such registration for purpose of Article 154(I) of the Mexican Income Tax Law and (h) consents the absence of which could not result in reasonably be expected to have a breach of this representationMaterial Adverse Effect. This Agreement has been, and each other Loan Document to which a Registrant is a party will be, duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerssuch Borrower which is a party thereto. This Agreement constitutes, and each other Loan Document to which a Registrant such Borrower is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that Borrower which is a Borrower) enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Citigroup Ring-Fence Entity has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Program Documents to which it is is, or will become, a party and and, in the case of Citigroup, to borrow hereunder on behalf of each of its underlying series that is a Borrower, and the FRBNY Loan hereunder. Each Citigroup Ring-Fence Entity has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Program Documents to which it is is, or will become, a party including, but not limited to, receiving and to authorize the approval borrowing of the majority FRBNY Loan on the terms and conditions of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Master Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings transactions and the borrowing of the FRBNY Loan hereunder or with the execution, delivery, performance, validity or enforceability of this Master Agreement or any of the Loan Program Documents to which such Registrantany Citigroup Ring-Fence Entity is, on behalf of its underlying series which are Borrowersor will become, is a party; provided that any , except (i) consents, authorizations, filings and notices as have been obtained or made and are in connection with complying with full force and effect, (ii) the Investment Company Act filings referred to in the Security Documents and (iii) consents, authorizations, filings and notices the failure of 1940 or the forms adopted thereunder will which to obtain could not result in reasonably be expected to have a breach of this representationMaterial Adverse Effect. This Agreement has been, and each other Loan Each Program Document to which a Registrant is any Citigroup Ring-Fence Entity is, or will become, a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerssuch entity. This Master Agreement constitutes, and each other Loan Program Document to which any Citigroup Ring-Fence Entity is, or will become, a Registrant is a party when executed and delivered party, upon execution, will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) entity, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) entity in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantFund, acting on --------------------------------------------- its own behalf and if applicable on behalf of each of its underlying series investment portfolio thereof that is a Borrower, has either (i) the corporate power and authority as to the extent those Funds that it is are organized as a corporation or (ii) corporations and the trust power and authority as to the extent Funds that it is are organized as a trusttrusts, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder and thereunder on its own behalf or if applicable on behalf of each of its underlying series investment portfolio thereof that is a Borrower, and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent non-interested members of the board of trustees or board of directors of each of its underlying series Fund as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such RegistrantFund, on its own behalf or if applicable on behalf of its underlying series the investment portfolios thereof which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Fund is a party will be, duly executed and delivered by such RegistrantFund, on its own behalf or if applicable on behalf of its underlying series the investment portfolios thereof that are Borrowers. This Agreement constitutes, and each other Loan Document to which a Registrant Fund is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant Fund (individually and on behalf of each of its underlying series that is a BorrowerBorrower severally and not jointly or jointly and severally as applicable) enforceable against such Registrant Fund (individually and on behalf of each of its underlying series that is a BorrowerBorrower severally and not jointly or jointly and severally as applicable) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantFund, acting on its own behalf and if applicable on behalf of each of its underlying series investment portfolio thereof that is a Borrower, has either (i) the corporate power and authority as to the extent those Funds that it is are organized as a corporation or (ii) corporations and the trust power and authority as to the extent Funds that it is are organized as a trusttrusts, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder and thereunder on its own behalf or if applicable on behalf of each of its underlying series investment portfolio thereof that is a Borrower, and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent non-interested members of the board of trustees or board of directors of each of its underlying series Fund as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such RegistrantFund, on its own behalf or if applicable on behalf of its underlying series the investment portfolios thereof which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Fund is a party will be, duly executed and delivered by such RegistrantFund, on its own behalf or if applicable on behalf of its underlying series the investment portfolios thereof that are Borrowers. This Agreement constitutes, and each other Loan Document to which a Registrant Fund is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant Fund (individually and on behalf of each of its underlying series that is a BorrowerBorrower as applicable) enforceable against such Registrant Fund (individually and on behalf of each of its underlying series that is a BorrowerBorrower as applicable) in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder on behalf and obtain the Extensions of each of its underlying series that is a Borrower, and Credit hereunder. Each Loan Party has taken all necessary action to authorize the borrowings Extensions of Credit on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance by it of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebyparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by any Loan Party in connection with the borrowings hereunder or with Recapitalization, the Extensions of Credit hereunder, the execution, delivery, performance, delivery or performance by each applicable Loan Party or the validity or enforceability with respect to or against any Loan Party of the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, it is a party; provided that any party or with the continuing operations of the Borrower and its Subsidiaries other than (i) consents, authorizations and filings made in connection with complying the Recapitalization (x) which are required to be obtained or made and are in full force and effect (each of which are listed on Schedule 4.4) or (y) which are not required to be obtained or made prior to consummation of the Recapitalization and are listed on Schedule 4.4 or (z) which, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect, (ii) the filing of Uniform Commercial Code financing statements and filings with the Investment Company Act United States Patent and Trademark Office and the United States Copyright Office to perfect the security interests of 1940 or the forms adopted thereunder will not result Administrative Agent, for the benefit of the Lenders, in a breach the Collateral that can be perfected by such filings, (iii) recordation of this representationthe Mortgages and (iv) consents, authorizations and filings in connection with enforcement of the Loan Documents. This Agreement has been, and each other Loan Document to which a Registrant is a party will be, duly executed and delivered by such Registrant, on behalf of its underlying series each Loan Party that are Borrowersis a party hereto or thereto. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series Loan Party that is a Borrower) party hereto or thereto enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate requisite power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and, in the case of each of its underlying series that is a the Borrower, to incur the Loans hereunder, and each Loan Party has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower, to incur the Loans on the terms and conditions of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement and any Notes. No consent or authorization of, filing with, notice to or other similar act by or in respect of, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of any Loan Party in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, it is a party; provided that any filings made party or, in connection with complying the case of the Borrower, with the Investment Company incurrence of the Loans hereunder, except for (a) consents, authorizations, notices and filings described in Schedule 5.4, all of which have been obtained or made prior to the Effective Date, (b) filings to perfect the Liens created by the Security Documents, (c) filings pursuant to the Assignment of Claims Act of 1940 1940, as amended (31 U.S.C. § 3727 et seq.), in respect of Accounts of the Borrower and its Subsidiaries the Obligor in respect of which is the United States of America or any department, agency or instrumentality thereof and (d) consents, authorizations, notices and filings which the forms adopted thereunder will failure to obtain or make would not result in reasonably be expected to have a breach of this representationMaterial Adverse Effect. This Agreement has beenbeen duly executed and delivered by the Borrower, and each other Loan Document to which a Registrant any Loan Party is a party will be, be duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerssuch Loan Party. This Agreement constitutesconstitutes a legal, valid and binding obligation of the Borrower, and each other Loan Document to which a Registrant any Loan Party is a party when executed and delivered will constitute, constitute a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantThe execution, acting on its own behalf delivery and if applicable on behalf performance by the Seller of each of its underlying series that is a Borrower, has either (i) this Agreement and the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan other Related Documents to which it is a party, the creation and perfection of all Liens and ownership interests provided for therein: (i) are within the Seller's limited liability company powers; (ii) have been duly authorized by all necessary or proper limited liability company and Equity Holder action; (iii) do not contravene any provision of the Seller's certificate of formation or limited liability company agreement; (iv) do not violate any law or regulation, or any order or decree of any court or Governmental Authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Seller or any Originator is a party or by which the Seller or any Originator or any of the property of the Seller or any Originator is bound; (vi) do not result in the creation or imposition of any Adverse Claim WNC Receivables, LLC Receivables Purchase and Servicing Agreement upon any of the property of the Seller or any Originator; and (vii) do not require the consent or approval of any Governmental Authority or any other Person, except those which have been duly obtained, made or complied with prior to borrow hereunder on behalf of the Closing Date as provided in Section 3.01(b). The exercise by each of the Purchasers, the Seller or the Agent of any of its underlying series that is a Borrower, rights and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and remedies under any Notes and to authorize the execution, delivery and performance of the Loan Documents Related Document to which it is a party includingparty, but do not limited to, receiving require the consent or approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is (other than consents or approvals solely relating to or required to be obtained by a Purchaser or the Agent, and subject to the Bankruptcy Code), except those which will have been duly obtained, made or complied with prior to the Closing Date as provided in connection with Section 3.01(b). On or prior to the borrowings hereunder or with the executionClosing Date, delivery, performance, validity or enforceability each of the Loan Related Documents to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Seller is a party will be, shall have been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowers. This Agreement constitutes, the Seller and each other Loan such Related Document to which a Registrant is a party when executed and delivered will constitute, shall then constitute a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) the Seller enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantCredit Party has, acting on its own behalf and if applicable on behalf or upon the approval of each of its underlying series that is a Borrowerthe Final DIP Order shall have, has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Credit Documents to which it is a party and to borrow hereunder on behalf consummate the transactions contemplated hereby or thereby and, in the case of each of its underlying series that is a the Borrower, and to obtain extensions of credit hereunder. Each Credit Party has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Credit Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as and to entering into consummate the transactions contemplated herebyhereby or thereby and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent Other than the Final DIP Order, no consent, authorization or authorization approval of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required or advisable in connection with the borrowings extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan other Credit Documents or the consummation of any of the transactions contemplated hereby or thereby, except consents, authorizations, approvals, filings and notices (i) that have been obtained or made and are in full force and effect (without the imposition of any conditions that are not reasonably acceptable to the Majority Lenders) and as to which such Registrantall applicable waiting periods have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on behalf the transactions contemplated hereby, or (ii) that are described in Schedule 3.4, which consents, authorizations, approvals, filings and notices described therein will have been obtained or made and will be in full force and effect (without the imposition of its underlying series which any conditions that are Borrowersnot reasonably acceptable to the Majority Lenders) on the Funding Date, or (iii) by the Bankruptcy Court in the form of entry of the Final DIP Order. Other than the Final DIP Order, no consent, authorization or approval of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is a party; provided that any filings made required or advisable in connection with complying with the Investment Company Act continuing operations of 1940 the Group Members (except those required in the ordinary course of business in the reorganization of the corporate structure of the Borrower’s Subsidiaries other than Holdings and SPC and except those the failure to have or maintain which could not, in the forms adopted thereunder will not result in aggregate, reasonably be expected to have a breach of this representationMaterial Adverse Effect). This Agreement Each Credit Document has been, and each other Loan Document to which a Registrant is a party will be, been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerseach Credit Party party thereto. This Agreement constitutes, and each other Loan Credit Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Group Member party thereto, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Group Member in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate requisite power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder on behalf of each of its underlying series that is a Borrower, and hereunder. Each Loan Party has taken all necessary corporate or other action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower, to authorize the borrowings on the terms and conditions of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (a) the borrowings hereunder or with hereunder, (b) the execution, delivery, performance, validity or enforceability against any Loan Party of this Agreement or any of the other Loan Documents, (c) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (d) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof), or (e) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result remedies in respect of the Collateral pursuant to the Collateral Documents, except (i) consents, authorizations, filings and notices described in Schedule 5.02, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (except as noted on Schedule 5.18), (ii) the filings referred to in Section 5.18, (iii) in the case of any authorization, approval, action, notice or filing from or with a breach Person other than a Governmental Authority, the failure to have could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iv) for matters that may be required after the Closing Date in the ordinary course of this representationconducting the business of the Borrower or any Subsidiary thereof. This Agreement has been, and each other Each Loan Document to which a Registrant is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series each Loan Party that are Borrowersis a party thereto. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series Loan Party that is a Borrower) party thereto, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate requisite power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrowers, to borrow hereunder on behalf of each of its underlying series that is a Borrower, and hereunder. Each Loan Party has taken all necessary corporate or other action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrowers, to authorize the borrowings on the terms and conditions of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to to, approval or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (a) the borrowings hereunder or with hereunder, (b) the execution, delivery, performance, validity or enforceability against any Loan Party of this Agreement or any of the other Loan Documents, (c) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (d) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof or after the Specified Refinancing Effective Date solely with respect to Term Loan Priority Collateral, a perfected second priority Lien) or (e) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result remedies in respect of the Collateral pursuant to the Collateral Documents, except, in each case, (i) consents, authorizations, filings and notices described in Schedule 5.2, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect (except as noted on Schedule 5.2), (ii) the filings referred to in Section 5.18, (iii) in the case of any authorization, approval, action, notice or filing from or with a breach Person other than a Governmental Authority, the failure to have could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iv) for matters that may be required after the Closing Date in the ordinary course of this representationconducting the business of the Parent Borrower or any Subsidiary thereof. This Agreement has been, and each other Each Loan Document to which a Registrant is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series each Loan Party that are Borrowersis a party thereto. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series Loan Party that is a Borrower) party thereto, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf of each of its underlying series that is a Borrower, and has taken all necessary action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the The execution, delivery and performance by Borrower and the Acquiring Subsidiaries of the Loan Documents, the Mortgage Loan Documents and Other Agreements, to the extent they are parties thereto, and the creation of all Liens provided for herein and therein: (i) are within Borrower's and its Acquiring Subsidiaries' power; (ii) have been duly authorized by all necessary or proper action; (iii) are not in contravention of any provision of Borrower's or its Acquiring Subsidiaries' respective certificates or articles of incorporation or by-laws, as applicable; (iv) will not violate any law or regulation, or any order or decree of any court or governmental instrumentality; (v) will not conflict with or result in the breach or termination of, constitute a default under, or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower or any of its Acquiring Subsidiaries is a party or by which Borrower or any of its Acquiring Subsidiaries or any of their property is bound (except for such conflict, breach, termination, default or acceleration as could not reasonably be expected to have a Material Adverse Effect); (vi) will not result in the creation or imposition of any Lien upon any of the property of Borrower or any of its Acquiring Subsidiaries other than those in favor of Lender, all pursuant to the Loan Documents; and (vii) do not require the consent or approval of any governmental body, agency, authority or any other Person. At or prior to the initial Closing Date, each of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which be delivered at such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant is a party will be, time shall have been duly executed and delivered by such Registrant, for the benefit of or on behalf of its underlying series that are Borrowers. This Agreement constitutesBorrower or the Acquiring Subsidiaries, as the case may be, and each other Loan Document to which a Registrant is a party when executed and delivered will constitute, shall then constitute a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Borrower or the Acquiring Subsidiaries, to the extent they are parties thereto, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each RegistrantThe execution, acting on its own behalf delivery and if applicable on behalf performance by the Seller of each of its underlying series that is a Borrower, has either (i) this Agreement and the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trust, and in each case the legal right, to execute, deliver and perform the Loan other Transaction Documents to which it is a party: (i) are within the Seller’s corporate powers; (ii) have been duly authorized by all necessary limited liability company action; (iii) do not contravene any provision of the Seller’s certificate of formation, limited liability company agreement or other organizational documents; (iv) do not violate any law or regulation, or any order or decree of any court or governmental authority binding on the Seller; (v) do not result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any Receivable or any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Seller is a party or by which the Seller or any of the property of the Seller is bound; (vi) do not prohibit monitoring the Purchased Assets, and to borrow hereunder on behalf sharing confidential information with the Purchaser for purposes of exercising rights and remedies of each of its underlying series that is a Borrower, and has taken all necessary action to authorize the borrowings on Purchaser under the terms and conditions Transaction Documents; (vii) do not result in the creation or imposition of this Agreement and any Notes and to authorize the execution, delivery and performance Adverse Claim upon any of the Loan Documents to which it is a party including, but property of the Seller (other than any right of the Seller hereunder); and (viii) do not limited to, receiving require the consent or approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated hereby. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is Person, except consent to the sale of Receivables, to the extent required in connection with by the borrowings hereunder Portfolio Documents applicable thereto (all of which have been or with will be obtained prior to the executionapplicable Transfer Date). On or prior to the Closing Date, delivery, performance, validity or enforceability each of the Loan Transaction Documents to which such Registrant, on behalf of its underlying series which are Borrowers, is a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has been, and each other Loan Document to which a Registrant Seller is a party will be, shall have been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowers. This Agreement constitutes, the Seller and each other Loan such Transaction Document to which a Registrant is a party when executed and delivered will constitute, shall then constitute a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) the Seller enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) it in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ rights generally and by subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law).. Purchase and Sale Agreement

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, The Borrower --------------------------------------------- has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf of each of its underlying series that is a Borrower, and has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party including, but not limited to, receiving the approval of the majority of independent members of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebyparty. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person ("Approval") is -------- required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which are Borrowers, the Borrower is a partyparty other than Approvals which have been heretofore obtained or made; provided it being understood, however, that any the continued performance by the Borrower and the other Loan Parties of their respective obligations under this Agreement and the other Loan Documents after the date hereof will require various Approvals, such as filings made relating to environmental matters, ERISA matters, tax matters, intellectual property filings, filings to maintain corporate and similar standing and existence, filings pursuant to the Uniform Commercial Code and other security filings and recordings, filings with the Securities and Exchange Commission, Approvals necessary in connection with complying the Split Rate Subordinated Notes and the Convertible PIK Preferred Stock, routine filings in the ordinary course of business, and filings required in connection with the Investment Company Act exercise by the Agent and the Lenders of 1940 or remedies in connection with the forms adopted thereunder will not result in a breach of this representationLoan Documents. This Agreement has been, and each other Loan Document to which a Registrant it is a party will be, duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowersthe Borrower. This Agreement constitutes, and each other Loan Document to which a Registrant it is a party when executed and delivered will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) the Borrower enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) the Borrower in accordance with its terms, except as enforceability may be limited by applicable subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ ' rights generally and by generally, general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, Loan Party has either (i) the corporate power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to executemake, deliver and perform the Loan Documents to which it is a party and to borrow hereunder on behalf and, in the case of each of its underlying series that is a the Borrower, on and after the Funding Date, and each Foreign Subsidiary Borrower, on or after the Foreign Subsidiary Borrower Closing Date applicable to each such Foreign Subsidiary Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party includingand, but not limited to, receiving in the approval case of the majority Borrower and the Foreign Subsidiary Borrowers, to authorize the extensions of independent members credit on the terms and conditions of the board of trustees or board of directors of each of its underlying series as to entering into the transactions contemplated herebythis Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with (A) the borrowings hereunder or with extensions of credit hereunder, (B) the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents or, (C) as of the Funding Date, the Acquisition, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and in the case of the Acquisition only, such consents, authorizations, filings and notices that are not material to which such Registrantthe consummation of the Acquisition, on behalf the continuing operations of its underlying series which are Borrowersthe Group Members, is taken as a party; provided that any filings made in connection with complying with the Investment Company Act of 1940 or the forms adopted thereunder will not result in a breach of this representation. This Agreement has beenwhole, and each other the transactions and financing contemplated hereby and (ii) the filings referred to in Section 4.19. Each Loan Document to which a Registrant is a party will be, has been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowerseach Loan Party party thereto. This Agreement constitutes, and each other Loan Document to which a Registrant is a party when executed and delivered upon execution will constitute, a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party party thereto, enforceable against each such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Power; Authorization; Enforceable Obligations. Each Registrant, acting on its own behalf and if applicable on behalf of each of its underlying series that is a Borrower, the Loan Parties has either (i) the corporate (or analogous) power and authority to the extent that it is organized as a corporation or (ii) the trust power and authority to the extent that it is organized as a trustauthority, and in each case the legal right, to execute, deliver and perform the Loan Documents to which it is a party and and, in the case of the Borrower, to borrow hereunder on behalf of each of its underlying series that is a Borrower, and has taken all necessary corporate (or analogous) action to authorize the borrowings on the terms and conditions of this Agreement and any Notes and to authorize the execution, delivery and performance of the Loan Documents to which it is a party party. Except for (a) the filing of UCC financing statements and equivalent filings for foreign jurisdictions, (b) consents to be obtained in the future in the performance of the ordinary course of the applicable Loan Party’s business for such Loan Party to conduct its business and (c) the filings or other actions listed on Schedule 5.4 (and including, but not limited towithout limitation, receiving the approval of the majority of independent members of the board of trustees such other authorizations, approvals, registrations, actions, notices, or board of directors of each of its underlying series filings as to entering into the transactions contemplated hereby. No have already been obtained, made or taken and are in full force and effect), no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person Person, including without limitation the FERC, to which the Borrower or any of its Subsidiaries is subject, is required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of the Loan Documents to which such Registrant, on behalf of its underlying series which the Loan Parties are Borrowers, is a party; provided that any filings made . As of the Closing Date, there are no contracts as to which further consent of the FERC may be required in connection with complying with the Investment Company Act exercise of 1940 remedies by the Administrative Agent or the forms adopted thereunder will not result in a breach Collateral Agent under the Loan Documents are contracts for the transportation of this representationcertain Eligible Commodities. This Agreement has been, and each other Loan Document to which a Registrant is they are a party will be, have been duly executed and delivered by such Registrant, on behalf of its underlying series that are Borrowers. This Agreement constitutes, the Loan Parties and each other Loan Document to which a Registrant is a party when executed and delivered will constitute, constitutes a legal, valid and binding obligation of such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party, as applicable, enforceable against such Registrant (on behalf of each of its underlying series that is a Borrower) Loan Party in accordance with its terms, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally generally, and by subject to general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing.