Defaults and Conflicts. Such Adviser has duly authorized, executed and delivered each of this Agreement, the Advisory Agreement and the Subadvisory Agreement to which it is a party, and each of the Advisory Agreement and the Subadvisory Agreement to which it is a party constitutes a valid and binding obligation of such Adviser, enforceable 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, or the Advisory Agreement and the Subadvisory 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, and which is material to the conduct of such Adviser's services under the Advisory Agreement, the Subadvisory Agreement, the certificate of incorporation, the by-laws, the limited partnership agreement or other organizational documents of the Adviser, or to the 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 the Adviser or its 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 Adviser of the transactions contemplated by this Agreement, the Advisory Agreement or the Subadvisory Agreement to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.
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Defaults and Conflicts. Such Adviser has duly authorized, executed and delivered each of this Agreement, the Advisory Agreement and the Subadvisory Agreement to which it is a party, and each of the Advisory Agreement and the Subadvisory Agreement to which it is a party constitutes a valid and binding obligation of such Adviser, enforceable 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, or the Advisory Agreement and the Subadvisory 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, and which is material to the conduct of such Adviser's services under the Advisory Agreement, the Subadvisory Agreement, the certificate of incorporation, the by-laws, the limited partnership agreement or other organizational documents of the Adviser, or to the 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 the Adviser or its 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 Adviser of the transactions contemplated by this Agreement, the Advisory Agreement or the Subadvisory Agreement to which it is a party, 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.
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