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

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, the Portfolio Management Agreement, the Additional Compensation Agreement between PA Fund Management LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Additional Compensation Agreements between PA Fund Management LLC and each Qualifying Underwriter (as such term is defined in the Prospectus) (the “Additional Compensation Agreements”) have each been duly authorized, executed and delivered by each Manager that is a party thereto, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Investment Management Agreement, the Portfolio Management Agreement and the Additional Compensation Agreements each constitute a valid and binding obligation of each respective Manager that is a party thereto, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement, the Portfolio Management Agreement or the Additional Compensation Agreements nor the performance by either of the Managers, if a party thereto, 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 Manager is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Manager, or to such Manager’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 Manager or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Managers of the transactions contemplated by this Agreement, the Investment Management Agreement, the Portfolio Management Agreement and the Additional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, the Portfolio Management Agreement, the Additional Compensation Agreement between PA Fund Management LLC Allianz and ▇▇▇▇▇▇▇ ▇▇▇▇▇ [and the Additional Compensation Agreements between PA Fund Management LLC Allianz and each Qualifying Underwriter (as such term is defined in the Prospectus) )] (the “Additional Compensation AgreementsAgreement[s]”) have each been duly authorized, executed and delivered by each Manager that is a party thereto, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Investment Management Agreement, the Portfolio Management Agreement and the Additional Compensation Agreements each constitute a valid and binding obligation of each respective Manager that is a party thereto, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement, the Portfolio Management Agreement or the Additional Compensation Agreements nor the performance by either of the Managers, if a party thereto, 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 Manager is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Manager, or to such Manager’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 Manager or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Managers of the transactions contemplated by this Agreement, the Investment Management Agreement, the Portfolio Management Agreement and the Additional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, the Portfolio Management Agreement, the Additional Compensation Agreement between PA Fund Management LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Additional Compensation Agreements between PA Fund Management LLC and each Qualifying Underwriter (as such term is defined in the Prospectus) (the “Additional Compensation Agreements”) Agreement have each been duly authorized, executed and delivered by each Manager that is a party theretothe Investment Adviser, and (assuming the due authorization, execution and delivery by each of the parties thereto) the Investment Management Agreement, the Portfolio Management Agreement and the Additional Compensation Agreements each constitute constitutes a valid and binding obligation of each respective Manager that is a party theretothe Investment Adviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Investment Management Agreement, the Portfolio Management Agreement or the Additional Compensation Agreements Management Agreement nor the performance by either of the Managers, if a party thereto, Investment 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, (i) any agreement or instrument to which such Manager the Investment Adviser is a party or by which it is bound, (ii) the certificate of formation, the operating limited liability company agreement, the by-laws or other organizational documents of such Managerthe Investment Adviser, or (iii) to such Managerthe Investment 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 Manager the Investment Adviser or its respective properties or operationsoperations other than, with respect to clauses (i) and (iii), any conflict, breach or default that would not, individually or in the aggregate, be expected to cause an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Managers Investment Adviser of the transactions contemplated by this Agreement, Agreement or the Investment Management Agreement, the Portfolio Management Agreement and the Additional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, the Portfolio Management Agreement, the Additional Compensation ML Structuring Fee Agreement between PA Fund Management LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Additional Compensation Structuring Fee Agreements between PA Fund Management LLC and each Qualifying Underwriter (as such term is defined in the Prospectus) (the “Additional Compensation Agreements”) have each been duly authorized, executed and delivered by each Manager that is a party theretothe Manager, and (assuming the due authorization, execution and delivery by each of the other parties thereto) the Investment Management Agreement, the Portfolio Management Agreement and the Additional Compensation Agreements each such agreements constitute a valid and binding obligation obligations of each respective Manager that is a party theretothe Manager, enforceable against it in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement, the Investment Management Agreement, the Portfolio Management ML Structuring Fee Agreement or and the Additional Compensation Structuring Fee Agreements nor the performance by either of the Managers, if a party thereto, Manager 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 Manager is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such the Manager, or to such Manager’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 Manager or its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Managers Manager of the transactions contemplated by this Agreement, the Investment Management Agreement, the Portfolio Management ML Structuring Fee Agreement and the Additional Compensation Agreements, Structuring Fee Agreements or except as have been obtained or may be required under by the 1933 Act, the 1940 Act1933 Act Regulations, the 1934 Act NFA Rules and Regulations, the NYSE MKT or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, Agreement and the Portfolio Management Agreement, the Additional Compensation Agreement between PA Fund Management LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Additional Compensation Agreements between PA Fund Management LLC and each Qualifying Underwriter (as such term is defined in the Prospectus) (the “Additional Compensation Agreements”) have each been duly authorized, executed and delivered by each Manager that is a party theretorespective Adviser, and (and, assuming the due authorization, execution and delivery by each of the other parties thereto) , the Investment Management Agreement, Agreement and the Portfolio Management Agreement and the Additional Compensation Agreements each constitute a valid and binding obligation of each respective Manager that is a party theretoAdviser, enforceable against it in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law)) and an implied covenant of good faith and fair dealing and except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement, the Investment Management Agreement, Agreement or the Portfolio Management Agreement or the Additional Compensation Agreements nor the performance by either of the Managers, if a party thereto, Advisers 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 Manager either Adviser is a party or by which it is bound, the certificate of formation, the operating agreement, or other organizational documents of such Managereach of the Advisers, or to such Manager’s each 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 Manager the Advisers or its their respective properties or operations, except where such breach would not have a Material Adverse Effect on such Adviser's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Managers Advisers of the transactions contemplated by this Agreement, the Investment Management Agreement, Agreement or the Portfolio Management Agreement and the Additional Compensation AgreementsAgreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act Act, NYSE or state securities laws.