Miscellaneous. The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. 4.2 INTERPRETATION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to its conflicts of law provisions) and the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"). To the extent that the appli
...cable laws of the State of New York or any of the provisions herein, conflict with the applicable provisions of the 1940 Act or the Advisers Act, the latter shall control. Further, nothing herein contained shall be deemed to require the Company to take any action contrary to the Company's Declaration of Trust or By-Laws, as each may be amended or restated, or to relieve or deprive the Trustees of their responsibility for and control of the conduct of the affairs of the Company. 4.3 SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 4.4 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto, and supersedes all prior agreements or understandings (whether written or oral), with respect to the subject matter hereof. 4.5 AMENDMENTS AND COUNTERPARTS. This Agreement may only be amended by mutual written consent of the parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall, together, constitute only one instrument.
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Miscellaneous.
4.1 HEADINGS. The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. 4.2 INTERPRETATION. This Agreement shall be governed by and construed in accordance with the laws of the State of
New York Texas (without reference to its conflicts of
law laws provisions) and the applicable provisions of the
1940 Investment Company Act
of 1940, as amended (the "1940 Act") and the Investment Ad
...visers Act of 1940, as amended (the "Advisers Act"). To the extent that the applicable laws of the State of New York Texas or any of the provisions herein, conflict with the applicable provisions of the 1940 Act or the Advisers Act, the latter 1940 Act and/or the Advisers Act shall control. control, as applicable. Further, nothing herein contained shall be deemed to require the Company to take any action contrary to the Company's Declaration Articles of Trust Amendment and Restatement or By-Laws, the Company's Amended and Restated Bylaws, as each may be amended or restated, or to relieve or deprive the Trustees Board of their its responsibility for and control of the conduct of the affairs of the Company. 4.3 SEVERABILITY. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 4.4 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto, and supersedes all prior agreements or understandings (whether written or oral), with respect to the subject matter hereof. 4.5 RIC QUALIFICATION. Nothing in this Agreement shall be construed to require any party to perform any act, or to refrain from taking action, where such action or inaction would result in the Company not being able to obtain or maintain its qualification as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended ("RIC Qualification"). To the extent the Company and the Adviser mutually agree, in consultation with their counsel, consultants and other advisers, that any payment of a Company Operating Expense by the Adviser pursuant to this Agreement could be construed in such a manner as to create a material risk that the Company could fail to obtain or maintain its RIC Qualification, then the payment of such Company Operating Expense shall constitute a loan from the Adviser to the Company and the Company shall be required to repay such loan (with interest accruing at the applicable federal rate) on demand. The purpose of this Section 4.5 is to ensure that the existence or application of any term of this Agreement does not result in the Company's failure to obtain or maintain its RIC Qualification. 4.6 AMENDMENTS AND COUNTERPARTS. This Agreement may only be amended by mutual written consent of the parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall, together, constitute only one instrument.
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Miscellaneous.
4.1 Captions. The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. 4.2
INTERPRETATION. Entire Agreement. This
Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. 4.3 Interpretation. Notwithstanding the place where this Agreement may be executed by any of the parti...es hereto, this Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to its conflicts of law provisions) and Delaware. For so long as the Company is regulated as a business development company under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"). To Act. In such case, to the extent that the applicable laws of the State of New York Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act or the Advisers Act, the latter shall control. Further, nothing herein contained in this Agreement shall be deemed to require the Company to take any action contrary to the Company's Declaration Second Articles of Trust or Amendment and Restatement of the Articles of Incorporation and/or the Amended and Restated By-Laws, as each may be amended or restated, or to relieve or deprive the Trustees board of their directors of the Company of its responsibility for and control of the conduct of the affairs of the Company. 4.3 SEVERABILITY. 4.4 Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 4.4 ENTIRE AGREEMENT. This Agreement embodies the entire agreement 4.5 Amendments and understanding of the parties hereto, and supersedes all prior agreements or understandings (whether written or oral), with respect to the subject matter hereof. 4.5 AMENDMENTS AND COUNTERPARTS. Counterparts. This Agreement may only be amended in writing by mutual written consent of the parties. This Agreement may be executed in by the parties on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed to be an original, and all such of said counterparts shall, together, taken together shall be deemed to constitute only one and the same instrument.
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Miscellaneous.
4.1 Captions. The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. 4.2
INTERPRETATION. Entire Agreement. This
Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agre
...ement shall be governed by and construed in accordance with the laws of the State of New York (without reference to its conflicts of law provisions) and York. For so long as the Company is regulated as a business development company under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers Act"). To Act. In such case, to the extent that the applicable laws of the State of New York York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act or the Advisers Act, the latter shall control. Further, nothing herein contained in this Agreement shall be deemed to require the Company to take any action contrary to the Company's Declaration Articles of Trust or By-Laws, Amendment and Restatement and/or the Amended and Restated Bylaws, as each may be amended or restated, or to relieve or deprive the Trustees board of their directors of the Company of its responsibility for and control of the conduct of the affairs of the Company. 4.3 SEVERABILITY. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 4.4 ENTIRE AGREEMENT. This Agreement embodies the entire agreement and understanding of the parties hereto, and supersedes all prior agreements or understandings (whether written or oral), with respect to the subject matter hereof. 4.5 AMENDMENTS AND COUNTERPARTS. Assignment. This Agreement may only be amended in writing by mutual written consent of the parties. This Agreement may be executed in by the parties on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed to be an original, and all such of said counterparts shall, together, taken together shall be deemed to constitute only one and the same instrument.
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Miscellaneous.
4.1. Headings. The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
4.2 INTERPRETATION. 4.2. Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to its conflicts of
law laws provisions) and the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the "Adv
...isers Act"). To the extent that the applicable laws of the State of New York or any of the provisions herein, conflict with the applicable provisions of the 1940 Act or the Advisers Act, the latter shall control. Further, nothing herein contained shall be deemed to require the Company to take any action contrary to the Company's Declaration Amended and Restated Articles of Trust Incorporation or By-Laws, Bylaws, as each may be amended or restated, or to relieve or deprive the Trustees board of their directors of the Company of its responsibility for and control of the conduct of the affairs of the Company. 4.3 SEVERABILITY. 4.3. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 4.4 ENTIRE AGREEMENT. This Agreement embodies the entire agreement 4.4. Amendments and understanding of the parties hereto, and supersedes all prior agreements or understandings (whether written or oral), with respect to the subject matter hereof. 4.5 AMENDMENTS AND COUNTERPARTS. Counterparts. This Agreement may only be amended by mutual written consent of the parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall, together, constitute only one instrument. [Signatures on following page.]
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Miscellaneous.
4.1 Headings. The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. 4.2
INTERPRETATION. Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of
New York California (without reference to its conflicts of
law laws provisions) and the applicable provisions of the
1940 Investment Company Act
of 1940, as amended (the "1940 Act") ...and the Investment Advisers Act of 1940, as amended (the "Advisers Act"). To the extent that the applicable laws of the State of New York California or any of the provisions herein, conflict with the applicable provisions of the 1940 Act or the Advisers Act, the latter 1940 Act and/or the Advisers Act shall control. control, as applicable. Further, nothing herein contained shall be deemed to require the Company to take any action contrary to the Company's Declaration Articles of Trust Incorporation or By-Laws, Bylaws, as each may be amended or restated, or to relieve or deprive the Trustees Board of their its responsibility for and control of the conduct of the affairs of the Company. 4.3 SEVERABILITY. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 4.4 ENTIRE AGREEMENT. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto, and supersedes all prior agreements or understandings (whether written or oral), with respect to the subject matter hereof. 4.5 AMENDMENTS AND COUNTERPARTS. Amendments and Counterparts. This Agreement may only be amended by mutual written consent of the parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall, together, constitute only one instrument.
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Miscellaneous.
4.1. Headings. The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.
4.2 INTERPRETATION. 4.2. Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to its conflicts of
law laws provisions) and the applicable provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the
"Adv...isers Act"). " Advisers Act "). To the extent that the applicable laws of the State of New York or any of the provisions herein, conflict with the applicable provisions of the 1940 Act or the Advisers Act, the latter shall control. Further, nothing herein contained shall be deemed to require the Company to take any action contrary to the Company's Declaration Amended and Restated Articles of Trust Incorporation or By-Laws, Bylaws, as each may be amended or restated, or to relieve or deprive the Trustees board of their directors of the Company of its responsibility for and control of the conduct of the affairs of the Company. 4.3 SEVERABILITY. 4.3. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable. 4.4 ENTIRE AGREEMENT. This Agreement embodies the entire agreement 4.4. Amendments and understanding of the parties hereto, and supersedes all prior agreements or understandings (whether written or oral), with respect to the subject matter hereof. 4.5 AMENDMENTS AND COUNTERPARTS. Counterparts. This Agreement may only be amended by mutual written consent of the parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall, together, constitute only one instrument.
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