ANY SINGLE OR PARTIAL EXERCISE BY
EITHER PARTY OF ANY RIGHT PRECLUDE ANY OTHER OR FUTURE EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT.
4.
IN CASE ANY PROVISION IN OR OBLIGATION UNDER THIS AGREEMENT SHALL BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY EXCLUSIVE JURISDICTION, THE VALIDITY,
LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE
AFFECTED THEREBY.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED IN ANY MANNER
EXCEPT BY A WRITTEN AGREEMENT EXECUTED BY BOTH PARTIES, EXCEPT THAT ANY
AMENDMENT TO THE SCHEDULE I HERETO NEED BE SIGNED ONLY BY THE CORPORATION AND
ANY AMENDMENT TO APPENDIX I HERETO NEED BE SIGNED ONLY BY CUSTODIAN.
THIS
AGREEMENT SHALL EXTEND TO AND SHALL BE BINDING UPON THE PARTIES HERETO, AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT THIS AGREEMENT
SHALL NOT BE ASSIGNABLE BY EITHER PARTY WITHOUT THE WRITTEN CONSENT OF THE
OTHER.
5.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.
THE CORPORATION AND CUSTODIAN HEREBY CONSENT TO THE JURISDICTION OF A
STATE OR FEDERAL COURT SITUATED IN NEW YORK CITY,
16
NEW YORK IN CONNECTION WITH ANY DISPUTE ARISING HEREUNDER.
THE CORPORATION
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
THE
CORPORATION AND CUSTODIAN EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.
6.
THE CORPORATION HEREBY ACKNOWLEDGES THAT CUSTODIAN IS SUBJECT TO FEDERAL
LAWS, INCLUDING THE CUSTOMER IDENTIFICATION PROGRAM (CIP) REQUIREMENTS UNDER THE
USA PATRIOT ACT AND ITS IMPLEMENTING REGULATIONS, PURSUANT TO WHICH CUSTODIAN
MUST OBTAIN, VERIFY AND RECORD INFORMATION THAT ALLOWS CUSTODIAN TO IDENTIFY THE
CORPORATION.
ACCORDINGLY, PRIOR TO OPENING AN ACCOUNT HEREUNDER CUSTODIAN WILL
ASK THE CORPORATION TO PROVIDE CERTAIN INFORMATION INCLUDING, BUT NOT LIMITED
TO, THE CORPORATION'S NAME, PHYSICAL ADDRESS, TAX IDENTIFICATION NUMBER AND
OTHER INFORMATION THAT WILL HELP CUSTODIAN TO IDENTIFY AND VERIFY THE
CORPORATION'S IDENTITY SUCH AS ORGANIZATIONAL DOCUMENTS, CERTIFICATE OF GOOD
STANDING, LICENSE TO DO BUSINESS, OR OTHER PERTINENT IDENTIFYING INFORMATION.
THE CORPORATION AGREES THAT CUSTODIAN CANNOT OPEN AN ACCOUNT HEREUNDER UNLESS
AND UNTIL CUSTODIAN VERIFIES THE CORPORATION'S IDENTITY IN ACCORDANCE WITH ITS
CIP.
7.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT SUCH COUNTERPARTS SHALL, TOGETHER,
CONSTITUTE ONLY ONE INSTRUMENT.
17
IN WITNESS WHEREOF, the Corporation and Custodian have caused this Agreement to
be executed by their respective officers, thereunto duly authorized, as of the
day and year first above written.
GLADSTONE CAPITAL CORPORATION
By:
/s/ Harry Brill
Name:
Harry Brill
Title:
Chief Financial Officer
Tax Identification No: 54-2040781
THE BANK OF