Common use of Authorization of Agreements; Absence of Defaults and Conflicts Clause in Contracts

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Management Agreement, the Sub-Advisory Agreement and the Fee Agreements to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which such Adviser is a party nor the performance by such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which it is a party; and

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement and the Fee Agreements to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such the Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such the Adviser, enforceable against such the Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which such Adviser is a party nor the performance by such the Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which such the Adviser is a party or by which it is bound, the organizational documents of such the Adviser, or to such the Adviser's ’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such the Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such the Adviser's ’s ability to perform the services contemplated by this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which it is a party; andAgreements.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Management Investment Advisory Agreement, the Investment Sub-Advisory Agreement and Agreement, the Fee Agreements and the Administrative Services Agreement to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Management Investment Advisory Agreement, the Investment Sub-Advisory Agreement or Agreement, the Fee Agreements or the Administrative Services Agreement to which such Adviser is a party nor the performance by such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such Adviser's ’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect Material Adverse Effect on such Adviser's ’s ability to perform the services contemplated by this Agreement, the Management Investment Advisory Agreement, the Investment Sub-Advisory Agreement or Agreement, the Fee Agreements and the Administrative Services Agreement to which it is a party; and.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Management Agreement, the Sub-Advisory This Agreement and the Fee Agreements to which such Adviser is a party Investment Advisory Agreement has each been duly and validly authorized, executed and delivered by such the Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such the Adviser is a party constitute valid and legally binding obligations of such the Adviser, enforceable against such the Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Management Agreement, the Sub-Investment Advisory Agreement or the Fee Agreements to which such the Adviser is a party nor the performance by such the Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which such the Adviser is a party or by which it is bound, the organizational documents of such the Adviser, or to such the Adviser's ’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such the Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such the Adviser's ’s ability to perform the services contemplated by this Agreement, the Management Agreement, the Sub-Investment Advisory Agreement or the Fee Agreements to which it is a party; and

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Management Agreement, the Sub-Advisory Agreement and the Fee Agreements to which such Adviser is a party Investment Advisory Agreement has each been duly and validly authorized, executed and delivered by such the Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such the Adviser is a party constitute valid and legally binding obligations of such the Adviser, enforceable against such the Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Management Agreement, the Sub-Investment Advisory Agreement or the Fee Agreements to which such Adviser is a party nor the performance by such the Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which such the Adviser is a party or by which it is bound, the organizational documents of such the Adviser, or to such the Adviser's ’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over such the Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such the Adviser's ’s ability to perform the services contemplated by this Agreement, the Management Agreement, the Sub-Investment Advisory Agreement or the Fee Agreements to which it is a partyAgreements; and