Common use of Absence of Violation or Default Clause in Contracts

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for such violations or defaults that would not reasonably be expected to result, individually or in the aggregate, in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Each Adviser is not in violation of (A) its limited liability company agreement certificate of incorporation, by-laws or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, instrument except for such violations or defaults that would not reasonably be expected to result, individually or result in the aggregate, in an Adviser a Material Adverse EffectEffect on the respective Adviser or the Trust.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company certificate of formation, its operating agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually or in the aggregate, in an Adviser have a Material Adverse EffectEffect on the Adviser's ability to function as an investment adviser or perform its obligations under the Advisory Agreement.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, except for such violations or defaults that would not reasonably be expected to result, individually or in the aggregate, in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Adviser is not (i) in violation of (A) its limited liability company operating agreement or other organizational documents or (Bii) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, except for such violations or defaults that would have not reasonably be expected to result, individually or in the aggregate, and could not result in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Each Adviser is not (i) in violation of (A) its limited liability company agreement or other organizational documents or (Bii) in default under any agreement, indenture or instrumentinstrument to which it is a party, except, with respect to sub-section (B) only, except for such violations or defaults that would have not reasonably be expected to result, individually or in the aggregate, and could not result in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its certificate of limited liability company or certificate of incorporation, as applicable, its limited liability company agreement or by-laws, as applicable, or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually have a material adverse effect on such Adviser’s ability to function as an investment adviser or in perform its obligations under either of the aggregate, in an Adviser Material Adverse EffectAdvisory Agreement or the Subadvisory Agreement to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its certificate of limited liability company, its limited liability company agreement agreement, certificate of incorporation, by-laws or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually have a material adverse effect on such Adviser’s ability to function as an investment adviser or in perform its obligations under either of the aggregate, in an Adviser Material Adverse EffectAdvisory Agreement or the Subadvisory Agreement to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement and articles of organization, bylaws or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for such violations or defaults that would not reasonably be expected to result, individually or in the aggregate, in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually or in the aggregate, in have an Adviser Material Adverse EffectEffect with respect to such Adviser.

Absence of Violation or Default. The Adviser is not (i) in violation of (A) its limited liability company agreement or other organizational documents or (Bii) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, except for such violations or defaults that would have not reasonably be expected to result, individually or in the aggregate, and could not result in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement Organizational Documents or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, except for such violations or defaults that would not reasonably be expected to result, individually or in the aggregate, in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Adviser is Advisers are not in violation of (A) its limited liability company agreement their certificate of incorporation, by-laws or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, instrument except for such violations or defaults that would not reasonably be expected to resultresult in a material adverse change in the condition, individually financial or otherwise, or in the aggregateearnings, in an business affairs or business prospects of the respective Adviser Material Adverse Effector the Fund.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually have a material adverse effect on the ability of the Adviser to perform its obligations under either of the Investment Management Agreement or in the aggregate, in an Adviser Material Adverse EffectFee Agreements.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of such Adviser to perform its obligations under either of the Investment Advisory Agreement, individually the Investment Sub-Advisory Agreement or in the aggregate, in an Adviser Material Adverse EffectFee Agreements to which it is a party.

Absence of Violation or Default. The Adviser is not (i) in violation of (A) its limited liability company agreement or other organizational documents or (Bii) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, except for such violations or defaults that would have not reasonably be expected to result, individually or in the aggregate, and could not result in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually or in the aggregate, in an Adviser have a Material Adverse EffectEffect on the ability of the Adviser to perform its obligations under the Investment Management Agreement, the Subadvisory Agreement and the Structuring Fee Agreements.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of such Adviser to perform its obligations under either of the Management Agreement, individually the Subadvisory Agreement or in the aggregate, in an Adviser Material Adverse EffectFee Agreements to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of the Adviser to perform its obligations under the Advisory Agreement, individually the Additional Compensation Agreement or in the aggregate, in an Adviser Material Adverse EffectStructuring Fee Agreement.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its certificate of limited liability company or certificate of limited partnership, as applicable, its limited liability company agreement or limited partnership agreement, as applicable, by-laws or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually have a material adverse effect on such Adviser’s ability to function as an investment adviser or in perform its obligations under either of the aggregate, in an Adviser Material Adverse EffectAdvisory Agreement or the Subadvisory Agreement to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of such Adviser to perform its obligations under either of the Investment Advisory Agreement, individually the Investment Sub-Advisory Agreement or in the aggregate, in an Adviser Material Adverse EffectAdditional Compensation Agreements to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually have a material adverse effect on the ability of such Adviser to perform its obligations under either of the Investment Advisory Agreement or in the aggregate, in an Adviser Material Adverse EffectFee Agreements to which it is a party.

Absence of Violation or Default. The Each Adviser is not in violation of (A) certificate of formation, its limited liability company operating agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually or in the aggregate, in an Adviser have a Material Adverse EffectEffect on either Adviser's ability to function as an investment adviser or perform its obligations under the Management Agreement or Sub-Advisory Agreement.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company partnership agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually have a material adverse effect on the ability of the Adviser to function as an investment adviser or in perform its obligations under the aggregate, in an Adviser Material Adverse EffectInvestment Management Agreement.

Absence of Violation or Default. The Each Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for instrument where such violations violation or defaults that default would not reasonably be expected to result, individually or in the aggregate, in an Adviser have a Material Adverse EffectEffect on the ability of either Adviser to perform its respective obligations under this Agreement and the respective Investment Management Agreement and Portfolio Management Agreement to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of such Adviser to perform its obligations under either of the Management Agreement, individually the Sub-Advisory Agreement or in the aggregate, in an Adviser Material Adverse EffectFee Agreements to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of such Adviser to perform its obligations under either of the Investment Management Agreement, individually the Sub-Advisory Agreement or in the aggregate, in an Adviser Material Adverse EffectFee Agreements to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually or in the aggregate, in an Adviser have a Material Adverse EffectEffect on the ability of the Adviser to perform its obligations under the Investment Advisory and Management Agreement or the Fee Agreements.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of such Adviser to perform its obligations under either of the Management Contract, individually the Subadvisory Contract or in the aggregate, in an Adviser Material Adverse EffectFee Agreements to which it is a party.

Absence of Violation or Default. The Each Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually or in the aggregate, in an Adviser have a Material Adverse EffectEffect on the ability of either of the Advisers to function as an investment adviser or perform its obligations under the Management Agreement or the Sub-Advisory Agreement.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company partnership agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, except for such violations or defaults that would not reasonably be expected to result, individually or in the aggregate, in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Such Adviser is not in ------------------------------- violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of such Adviser to perform its obligations under each Advisory Agreement to which it is a party or, individually or in the aggregatecase of the Investment Adviser, in an Adviser Material Adverse Effectthe Additional Compensation Agreement.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of such Adviser to perform its obligations under either of the Investment Advisory Agreement, individually the Investment Management Agreement or in the aggregate, in an Adviser Material Adverse EffectAdditional Compensation Agreement[s] to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of (A) its certificate of limited liability company, its limited liability company agreement agreement, certificate of incorporation, by-laws or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually have a material adverse effect on the such Adviser’s ability to function as an investment adviser or in perform its obligations under either of the aggregate, in an Adviser Material Adverse EffectAdvisory Agreement or the Subadvisory Agreement to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that would not default should reasonably be expected to result, individually or in have a material adverse effect on the aggregate, in an ability of the Adviser Material Adverse Effectto perform its obligations under the Advisory Agreement.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement certificate of incorporation, by-laws or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for such violations which violation or defaults that would not default should reasonably be expected to result, individually or in have a material adverse effect on the aggregate, in an ability of the Adviser Material Adverse Effectto perform its obligations under this Agreement and the Advisory Agreement.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to result, individually have a material adverse effect on the ability of the Adviser to perform its obligations under either of the Investment Advisory Agreement or in the aggregate, in an Adviser Material Adverse EffectFee Agreements.

Absence of Violation or Default. The Adviser is not in violation of (A) its limited liability company agreement or other organizational documents or (B) in default under any agreement, indenture or instrument, except, with respect to sub-section (B) only, for where such violations violation or defaults that default would not reasonably be expected to resulthave a material adverse effect on the ability of the Adviser to perform its obligations under either of the Investment Management Agreement, individually or in the aggregate, in an Adviser Material Adverse EffectFee Agreements.