Common use of Good Standing of the Advisers Clause in Contracts

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package, and the Prospectus and to enter into and perform its obligations under this Agreement and the Fund Agreements; and such Adviser is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on such Adviser's ability to perform its obligations under the Investment Advisory Agreement, the Investment Sub-Advisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Advisers (the "Xxxxxxx Xxxxx Structuring Fee Agreement") and the Structuring Fee Agreement between Xxxxxx Xxxxxxx and the Advisers (the "Xxxxxx Xxxxxxx Structuring Fee Agreement" and, together with the Xxxxxxx Xxxxx Structuring Fee Agreement, the "Fee Agreements") to which it is a party.

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of DelawareNew York, or a corporation under the laws of the state of New Jersey, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package, and the Prospectus and to enter into and perform its obligations under this Agreement and the Fund Agreements; and such Adviser is duly qualified as a foreign limited liability company or foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on such Adviser's ’s ability to perform its obligations obligations, if any, under the Investment Advisory Management Agreement, the Investment Sub-Advisory Subadvisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Advisers Manager (the "Xxxxxxx Xxxxx Structuring “Fee Agreement") and ”), the Structuring Fee Agreement between Xxxxxx Xxxxxxx [EACH OTHER REPRESENTATIVE] and the Advisers Manager (the "Xxxxxx Xxxxxxx “[EACH OTHER REPRESENTATIVE] Structuring Fee Agreement" ”) and, together with the Xxxxxxx Xxxxx Structuring Fee Agreement, the "“Fee Agreements") to which it is a party”).

Good Standing of the Advisers. Such Each Adviser has been duly organized and is validly existing and in good standing as a limited liability company or a corporation, as the case may be, under the laws of the state State of Delaware, Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration StatementStatutory Prospectus, the General Disclosure PackageRegistration Statement and the Prospectus, and the Prospectus and to enter into and perform its obligations under this Agreement and the Fund Agreements; and such Adviser is duly qualified as a foreign limited liability company or corporation, as the case may be, to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be so qualified and in good standing would not result in have a material adverse effect on such Adviser's ’s ability to perform its obligations under this Agreement, and, as applicable, under the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Advisers BAL (the "“Xxxxxxx Xxxxx Structuring Fee Agreement") and the Structuring Fee Agreement between Xxxxxx Xxxxxxx and the Advisers ”), [other fee agreements] (the "Xxxxxx Xxxxxxx Structuring Fee Agreement" and, together with the Xxxxxxx Xxxxx Structuring Fee Agreement, the "“Fee Agreements") to which it is a party”).

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package, and the Prospectus and to enter into and perform its obligations under this Agreement and the Fund Agreements; and such Adviser is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on such Adviser's ’s ability to perform its obligations obligations, if any, under the Investment Advisory AgreementManagement Contract, the Investment Sub-Advisory AgreementSubadvisory Contract, the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Advisers Manager (the "Xxxxxxx Xxxxx Structuring “Fee Agreement") and ”), the Structuring Fee Agreement between Xxxxxx Xxxxxxx [EACH OTHER REPRESENTATIVE] and the Advisers Manager (the "Xxxxxx Xxxxxxx “[EACH OTHER REPRESENTATIVE] Structuring Fee Agreement" ”) and, together with the Xxxxxxx Xxxxx Structuring Fee Agreement, the "“Fee Agreements") to which it is a party”).

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package, and the Prospectus and to enter into and perform its obligations under this Agreement and the Fund Agreements; and such Adviser is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on such Adviser's ’s ability to perform its obligations under the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Advisers Investment Manager (the "“Xxxxxxx Xxxxx Structuring Fee Agreement") and ”), the Structuring Fee Agreement between Xxxxxx Xxxxxxx [EACH OTHER REPRESENTATIVE] and the Advisers Investment Manager (the "Xxxxxx Xxxxxxx “[EACH OTHER REPRESENTATIVE] Structuring Fee Agreement" ”) and, together with the Xxxxxxx Xxxxx Structuring Fee Agreement, the "“Fee Agreements"”) to which it is a party.

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package, and the Prospectus and to enter into and perform its obligations under this Agreement and the Fund Agreements; and such Adviser is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on such Adviser's ability to perform its obligations under the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx Mxxxxxx Lxxxx and the Advisers (the "Xxxxxxx Xxxxx Structuring Fee Agreement") and ), the Structuring Fee Agreement between Xxxxxx Xxxxxxx [EACH OTHER REPRESENTATIVE] and the Advisers (the "Xxxxxx Xxxxxxx [EACH OTHER REPRESENTATIVE] Structuring Fee Agreement" ") and, together with the Xxxxxxx Xxxxx Structuring Fee Agreement, the "Fee Agreements") to which it is a party.

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the state of Delaware, with full power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package, and the Prospectus and to enter into and perform its obligations under this Agreement and the Fund Agreements; and such Adviser is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on such Adviser's ’s ability to perform its obligations under the Investment Advisory Agreement, the Investment Sub-Advisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Advisers (the "Xxxxxxx Xxxxx Structuring “Fee Agreement") and ”), the Structuring Fee Agreement between Xxxxxx Xxxxxxx [EACH OTHER REPRESENTATIVE] and the Advisers (the "Xxxxxx Xxxxxxx “[EACH OTHER REPRESENTATIVE] Structuring Fee Agreement" ”) and, together with the Xxxxxxx Xxxxx Structuring Fee Agreement, the "“Fee Agreements"”) to which it is a party.