Common use of Representations and Warranties of the Collateral Manager Clause in Contracts

Representations and Warranties of the Collateral Manager. The Collateral Manager represents and warrants to the Issuer that: (a) the Collateral Manager (i) has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware, (ii) has full power and authority to own the Collateral Manager’s assets and to transact the business in which it is currently engaged, and (iii) is duly qualified and in good standing under the laws of each jurisdiction where the Collateral Manager’s ownership or lease of property or the conduct of the Collateral Manager’s business requires, or the performance of this Agreement and the Indenture would require, such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or the ability of the Collateral Manager to perform its obligations under, or on the validity or enforceability of, this Agreement and the provisions of the Indenture applicable to the Collateral Manager; the Collateral Manager has full power and authority to execute, deliver and perform this Agreement and the Collateral Manager’s obligations hereunder and the provisions of the Indenture applicable to the Collateral Manager; this Agreement has been duly authorized, executed and delivered by the Collateral Manager and constitutes a legal, valid and binding agreement of the Collateral Manager, enforceable against it in accordance with the terms hereof, except that the enforceability hereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (b) neither the Collateral Manager nor any of its Affiliates is in violation of any Federal or state securities law or regulation promulgated thereunder that would have a material adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Collateral Manager, threatened which could reasonably be expected to have a material adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture; (c) neither the execution and delivery of this Agreement nor the performance by the Collateral Manager of its duties hereunder or under the Indenture conflicts with or will violate or result in a breach or violation of any of the terms or provisions of, or constitutes a default under: (i) the limited liability company agreement of the Collateral Manager, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other agreement, obligation, condition, covenant or instrument to which the Collateral Manager is a party or by which the Collateral Manager is bound, (iii) any law, decree, order, rule or regulation applicable to the Collateral Manager of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Collateral Manager or its properties, and which would have, in the case of any of (i), (ii) or (iii) of this subsection (c), either individually or in the aggregate, a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or the ability of the Collateral Manager to perform its obligations under this Agreement or the Indenture; (d) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Collateral Manager of its duties hereunder and under the Indenture, except such as have been duly made or obtained; (e) the Section entitled “The Collateral Manager” in the Offering Memorandum, as of the date thereof (including as of the date of any supplement thereto) and as of the Closing Date does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (f) the Collateral Manager is not required to register as an investment adviser under the Advisers Act.

Representations and Warranties of the Collateral Manager. The Collateral Manager represents and warrants to the Issuer that: (a) the Collateral Manager (i) has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware, (ii) has full power and authority to own the Collateral Manager’s assets and to transact the business in which it is currently engaged, and (iii) is duly qualified and in good standing under the laws of each jurisdiction where the Collateral Manager’s ownership or lease of property or the conduct of the Collateral Manager’s business requires, or the performance of this Agreement and the Indenture would require, such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or the ability of the Collateral Manager to perform its obligations under, or on the validity or enforceability of, this Agreement and the provisions of the Indenture applicable to the Collateral Manager; the Collateral Manager has full power and authority to execute, deliver and perform this Agreement and the Collateral Manager’s obligations hereunder and the provisions of the Indenture applicable to the Collateral Manager; this Agreement has been duly authorized, executed and delivered by the Collateral Manager and constitutes a legal, valid and binding agreement of the Collateral Manager, enforceable against it in accordance with the terms hereof, except that the enforceability hereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (b) neither the Collateral Manager nor any of its Affiliates is not in violation of any Federal or state securities law or regulation promulgated thereunder that would have a material adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture, and there is no charge, investigation, action, suit or proceeding before or by any court or regulatory agency pending or, to the best knowledge of the Collateral Manager, threatened against the Collateral Manager which could reasonably be expected to have a material adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture; (c) neither the execution and delivery of this Agreement nor the performance by the Collateral Manager of its duties hereunder or under the Indenture conflicts with or will violate or result in a breach or violation of any of the terms or provisions of, or constitutes a default under: (i) the certificate of formation or the limited liability company agreement of the Collateral Manager, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other agreement, obligation, condition, covenant or instrument to which the Collateral Manager is a party or by which the Collateral Manager is bound, (iii) any law, decree, order, rule or regulation applicable to the Collateral Manager of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Collateral Manager or its properties, and which would have, in the case of any of (i), (ii) or (iii) of this subsection (c), either individually or in the aggregate, a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or the ability of the Collateral Manager to perform its obligations under this Agreement or the Indenture; (d) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Collateral Manager of its duties hereunder and under the Indenture, except such as have been duly made or obtained; (e) the Section entitled “The Collateral ManagerTHE COLLATERAL MANAGER” in the Offering Memorandum, as of the date thereof (including as of the date of any supplement thereto) and as of the Closing Date does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (f) the Collateral Manager is not required to register as an investment adviser under the Advisers Act.

Representations and Warranties of the Collateral Manager. The Collateral Manager represents and warrants to the Issuer Company, as of the Closing Date, as of each applicable Cut-Off Date, as of each applicable Advance Date, as of each Determination Date and as of the date of each Borrowing Base Certificate delivered pursuant to the LSA that: (a) the Collateral Manager (i) has been is duly organized, is organized and validly existing and is in good standing under the laws of Maryland and has the State of Delaware, (ii) has full power and authority to own the Collateral Manager’s assets and to transact the business in which it is currently engaged, presently engaged and (iii) is duly qualified and in good standing under the laws of each jurisdiction where the Collateral Manager’s ownership or lease of property or the conduct of the Collateral Manager’s its business requires, or the performance of its obligations under this Agreement and the Indenture provisions of the Transaction Documents applicable to the Collateral Manager would require, such qualification, except for failures to be so qualified that qualified, authorized or licensed which would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager Manager, or on the ability of the Collateral Manager to perform its obligations under, or on the validity or enforceability of, this Agreement and the applicable provisions of the Indenture applicable to the Collateral Manager; Transaction Documents; (b) the Collateral Manager has full power and authority to execute, execute and deliver and perform this Agreement and the Collateral Manager’s to perform all of its obligations hereunder and under the provisions of the Indenture Transaction Documents applicable to the Collateral Manager; ; (c) this Agreement has been duly authorized, executed and delivered by the Collateral Manager and constitutes a legal, valid and binding agreement of the Collateral Manager, enforceable against it in accordance with the terms hereofits terms, except that the enforceability hereof thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (bd) neither the Collateral Manager nor any of its Affiliates is in violation of any Federal Applicable Law or state securities law or regulation promulgated thereunder that would have a any material adverse effect upon the ability listing requirements of the Collateral Manager to perform its duties under this Agreement or the Indenture, any exchange on which it is listed and there is no charge, investigation, action, suit or proceeding before or by any court court, exchange or regulatory agency pending or, to the best knowledge of the Collateral Manager, threatened (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Collateral Manager is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which the Collateral Manager is a party, (iii) seeking any determination or ruling that could reasonably be expected to adversely affect the Transaction Documents or the transactions contemplated hereby or thereby, or (iv) that would have a material adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture; (c) neither the execution and delivery of this Agreement nor the performance by the Collateral Manager of its duties hereunder under this Agreement; (e) neither the execution and delivery of this Agreement, nor the performance of the terms hereof or under the Indenture provisions of the Transaction Documents applicable to the Collateral Manager, conflicts with or will violate or result results in a material breach or violation of any of the terms or provisions of, or constitutes a default under: , (i) the its articles of organization, limited liability company agreement of the Collateral Manageror other constituent document, (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other material agreement, obligation, condition, covenant or instrument to which the Collateral Manager is a party or by which the Collateral Manager is bound, or (iii) any law, decree, order, rule or regulation applicable to the Collateral Manager of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Collateral Manager or its properties, and which would have, in the case of any of (i), (ii) or (iii) of this subsection (c), either individually or in the aggregate, a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or the ability of the Collateral Manager to perform its obligations under this Agreement or the IndentureApplicable Law; (df) no consent, approval, authorization or order of or declaration or filing with any government, governmental instrumentality or court or other Person person is required for the performance by the Collateral Manager it of its duties hereunder and under the Indenturehereunder, except such as have been duly made or obtainedobtained and there is no injunction, writ, restraining order or other order of any nature that adversely affects the Collateral Manager’s performance of its obligations under any Transaction Document to which it is a party; (eg) all information, financial statements of the Collateral Manager, documents, books, records or reports furnished by the Collateral Manager to any Secured Party in connection with this Agreement are true, complete and correct in all material respects; provided that the Collateral Manager makes no representation with respect to any information furnished by an Obligor unless it has also certified as to such information; (h) the Section entitled “The Collateral Manager” Manager acknowledges that all Available Collections received by it or its Affiliates with respect to the Collateral Portfolio transferred or Pledged hereunder are held and shall be held in trust for the Offering Memorandum, as benefit of the date thereof Secured Parties until deposited into the Collection Account within one (including 1) Business Day from receipt as of required under the date of any supplement thereto) and as of the Closing Date does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; andLSA; (fi) the Collateral Manager is not required the subject of any Bankruptcy Proceeding or Bankruptcy Event. The transactions under this Agreement and any other Transaction Document to register which the Collateral Manager is a party do not and will not render it not Solvent; (j) with respect to each item of Underlying Collateral as of the applicable Cut-Off Date for the Loan related to such Underlying Collateral, to the actual knowledge of an investment adviser Authorized Person of the Collateral Manager: (a) none of the related Obligor’s operations is the subject of a material Federal or state investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (b) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Loan related to such Underlying Collateral, the Collateral Manager has not received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral, nor does the Collateral Manager have knowledge or reason to believe that any such notice will be received or is being threatened, in each case except as otherwise notified to the Administrative Agent in writing. (k) the Collection Account is the only account to which Obligors have been instructed by the Collateral Manager to send Principal Collections and Interest Collections on the Collateral Portfolio; (l) no event has occurred which constitutes a Collateral Control Event; (m) the execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Collateral Manager; (n) none of the transactions contemplated herein or the other Transaction Documents (including, without limitation, the use of the Proceeds from the Pledge of the Collateral Portfolio) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II; (o) except as would not reasonably be expected to constitute a Material Adverse Effect, (i) the present value of all benefits vested under all Pension Plans of the Collateral Manager does not exceed the value of the assets of the Pension Plan allocable to such vested benefits (based on the value of such assets as of the most recent annual financial statements reflecting such amounts), (ii) no Reportable Events have occurred with respect to any Pension Plans that, in the aggregate, could subject the Collateral Manager to any material tax, penalty or other liability and (iii) no notice of intent to terminate a Pension Plan has been filed, nor has any Pension Plan been terminated under Section 4041(f) of ERISA, nor has the Pension Benefit Guaranty Corporation instituted proceedings to terminate, or appoint a trustee to administer a Pension Plan and no event has occurred or condition exists that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (p) neither the Collateral Manager nor any Affiliate of the Collateral Manager is (i) a country, territory, organization, person or entity named on an OFAC list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the Advisers laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns; (q) the Collateral Manager is not a broker-dealer under the provisions of the Exchange Act; (r) the Collateral Manager is regulated as a business development company under the 1940 Act; and (s) except as otherwise permitted in the LSA, each Loan selected by the Collateral Manager for purchase by the Company shall be an Eligible Loan at the time of such purchase.

Representations and Warranties of the Collateral Manager. The Collateral Manager represents and warrants to the Issuer Collateral Custodian, the Administrative Agent, the Lenders and the Member that: (a) the The Collateral Manager (i) has been is duly organized, is organized and validly existing and is in good standing under the laws of the State of Delaware, . (iib) The Collateral Manager has full the power and authority to own execute and deliver this Agreement and all of the Collateral Manager’s assets and other Transaction Documents to transact the business in which it is currently engageda party and to perform its obligations under this Agreement and all of the other Transaction Documents to which it is a party and has taken all necessary action to authorize such execution, delivery and performance. (iiic) is duly qualified The execution, delivery and in good standing under the laws of each jurisdiction where performance by the Collateral Manager’s ownership Manager of this Agreement and each other Transaction Document to which it is a party do not violate or lease conflict with any Applicable Law, contractual restrictions binding on or affecting it or any of property its assets or the conduct any provision of its Governing Documents. (d) All material governmental and other consents that are required to have been obtained by the Collateral Manager’s business requiresManager with respect to its execution, or the delivery and performance of this Agreement and the Indenture would requireeach other Transaction Document to which it is a party have been obtained and are in full force and effect, such qualification, except for failures to be so qualified that would not in the aggregate have a material adverse effect on the business, operations, assets or financial condition of and the Collateral Manager or the ability has complied with all conditions of the Collateral Manager to perform its obligations under, or on the validity or enforceability of, any such consents. (e) Each of this Agreement and the provisions of the Indenture applicable other Transaction Documents to the Collateral Manager; which the Collateral Manager has full power and authority to execute, deliver and perform this Agreement and the Collateral Manager’s obligations hereunder and the provisions of the Indenture applicable to the Collateral Manager; this Agreement has been duly authorized, executed and delivered by the Collateral Manager and is a party constitutes a legal, valid and binding agreement of the Collateral Manager, enforceable against it the Collateral Manager in accordance with the such agreement’s respective terms hereof, except that the enforceability hereof may be (subject to (i) applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to affecting creditors’ rights generally and (ii) general subject, as to enforceability, to equitable principles of equity general application (regardless of whether such enforcement is considered sought in a proceeding in equity or at law);). (bf) neither There is not pending or, to the Collateral Manager nor Manager’s knowledge, threatened against it in writing or actually known to any of its Affiliates is in violation of any Federal or state securities law or regulation promulgated thereunder that would have a material adverse effect upon the ability senior manager of the Collateral Manager having supervisory authority with respect to perform its duties under this Agreement or the Indenture, and there is no charge, investigation, Collateral any action, suit or proceeding at law or in equity or before any Governmental Authority that is likely to affect the legality, validity or by any court or regulatory agency pending or, to the best knowledge enforceability against it of the Collateral Manager, threatened which could reasonably be expected to have a material adverse effect upon the ability of the Collateral Manager to perform its duties under this Agreement or the Indenture; (c) neither the execution and delivery of this Agreement nor the performance by the Collateral Manager of its duties hereunder or under the Indenture conflicts with or will violate or result in a breach or violation of any of the terms or provisions of, or constitutes a default under: (i) the limited liability company agreement of the Collateral Manager, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement or other evidence of indebtedness or other agreement, obligation, condition, covenant or instrument Transaction Document to which the Collateral Manager it is a party or by which the Collateral Manager is bound, its ability (iiias a matter of law) any law, decree, order, rule or regulation applicable to the Collateral Manager of any court or regulatory, administrative or governmental agency, body or authority or arbitrator having jurisdiction over the Collateral Manager or its properties, and which would have, in the case of any of (i), (ii) or (iii) of this subsection (c), either individually or in the aggregate, a material adverse effect on the business, operations, assets or financial condition of the Collateral Manager or the ability of the Collateral Manager to perform its obligations under this Agreement or the Indenture;any such other Transaction Document. (dg) no consentEach Funding Notice, approvalEligibility Criteria Compliance Certificate, authorization Daily Report, Monthly Report and Quarterly Loan File and all other written information, reports, certificates and statements (other than projections and forward-looking statements) provided or order furnished by or on behalf of or declaration or filing with any government, governmental instrumentality or court or other Person is required for the performance by the Collateral Manager to any Secured Party for purposes of its duties hereunder and under the Indenture, except such as have been duly made or obtained; (e) the Section entitled “The Collateral Manager” in the Offering Memorandumconnection with this Agreement are, as of the date thereof on which such Funding Notice, Eligibility Criteria Compliance Certificate, Daily Report, Monthly Report, Quarterly Loan File, written information, report, certificate or statement is provided, true and correct in all material respects and do not omit to state a material fact necessary to make the Funding Notice, Eligibility Criteria Compliance Certificate, Daily Report, Monthly Report, Quarterly Loan File, written information or statements contained therein not misleading; provided that (including i) to the extent any such written information or statements (other than projections and forward-looking statements) were furnished to the Borrower or the Collateral Manager, as applicable, by a related Obligor or any other third party, such written information or statements are true and correct in all material respects (and do not omit to state a material fact necessary to make such written information or statements not misleading) to the best knowledge of the Borrower or the Collateral Manager and (ii) all projections and forward-looking statements provided or furnished by or on behalf of the Borrower to any Secured Party were, as of the date of any supplement thereto) on which such projections and/or forward looking statements were provided, prepared reasonably and in good faith by the Borrower or the Collateral Manager, as of the Closing Date does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements thereinapplicable, in light of the circumstances under which they were made, not misleading; andinformation then available to the Borrower and the Collateral Manager. (fh) the The Collateral Manager is not required to register as an investment adviser under the Advisers Acta Registered Investment Adviser.