(c) PNNT hereby represents and warrants to Pantheon that the neither Company nor any member, officer, director, employee or Affiliate agent thereof who has, or will have, access to funds under management by the Company have ever been charged or convicted of a misdemeanor involving the misapplication or misuse of money of another, or charged or convicted of any felony, and (ii) there is no action, proceeding or investigation pending or, to the knowledge of PNNT, threatened in writing against the Company or its members, officers, directors, employees or Affiliate agents and (iii) during the five (5) years prior to the date hereof, none of the Company or its members, officers, directors, employees or Affiliate agents, have been the subject of any action, proceeding or, to the knowledge of PNNT, investigation that relates to a claim or allegation of fraud, the misapplication or misuse of money of another, or violation of any U.S. federal or state securities law, or material rule or regulation. Except as otherwise disclosed to Pantheon in writing, there is no legal action, suit, arbitration or other legal, administrative or other governmental investigation, inquiry or proceeding (whether U.S. federal, state, local or foreign) pending or, to the knowledge of PNNT, threatened in writing against (x) the Company or any of its properties, assets or business, and (y) any Subsidiary and Portfolio Company of the Company or any of such Subsidiarys or Portfolio Companys respective properties, assets or business, in each case, to the extent that any matter described in the foregoing clauses (x) or (y) would be reasonably expected to have a material adverse effect on the Company. PNNT shall, as soon as reasonably practicable (and in no event more than five (5) business days after having knowledge), provide Pantheon with written notice of the commencement of any legal action, suit or arbitration involving the Company, any of its Subsidiaries, any of its Portfolio Companies, or any officer or investment professional of the Company that would reasonably be expected to have a material adverse effect on the Company or any PNNT Entity.
Section 2.2 Company Name. The name of the Company shall be PennantPark Senior Loan Fund, LLC or such other name as approved by Prior Committee Approval.
Section 2.3 Place of Business; Agent for Service of Process.
(a) The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801, or such other place as the Members may designate. The name of its registered agent for service at such address is The Corporation Trust Company or such other Person as the Members may designate.
(b) The initial principal business office of the Company shall be at 590 Madison Avenue, 15th Floor, New York, New York 10022.
Section 2.4 Purpose and Powers of the Company.
(a) The purpose and business of the Company shall be (i) to make Investments, either directly or indirectly, as may be approved from time to time in accordance with the terms hereof and (ii) to engage in any other lawful acts or activities as the Members (acting through the Committee) deem reasonably necessary or advisable for which limited liability companies may be organized under the Act.
(b) Subject to any limitations in this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, convenient or incidental to, or for the furtherance of, the purposes set forth in Section 2.4(a).
(c) The Company may enter into and perform Subscription Agreements between the Company and each Member in substantially the form attached hereto as Annex A, without any further act, vote or approval of any Member or the Committee notwithstanding any other provision of this Agreement (other than Section 3.1(a) hereof), the Act or any other applicable law, rule or regulation; provided that (i) the Capital Commitment of PNNT under any such Subscription Agreement shall equal seventy-two percent