Common use of Certificate of the Adviser Clause in Contracts

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President, Senior Vice President, or such other authorized officer as is acceptable to the Underwriters, of such Adviser and of the Chief Financial Officer of Chief Accounting Officer, or such other authorized officer as is acceptable to the Underwriters, of such Adviser dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) such Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of the Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President, President or Senior Vice President, President of the Adviser (or such other authorized executive officer as is of comparable seniority and authority reasonably acceptable to the Underwriters, of such Adviser ) and of the Chief Financial Officer of or Chief Accounting Officer, Officer of the Adviser (or such other authorized executive officer as is of comparable seniority and authority reasonably acceptable to the Underwriters), of such Adviser dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such the Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this AgreementAgreement (to the extent not waived in writing by the Representatives), and (iv) no stop order suspending the effectiveness of the Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice President of the Adviser and of the President, Senior Vice President, President or such other authorized officer as is acceptable to the Underwriters, of such Adviser and Vice President of the Chief Financial Officer of Chief Accounting OfficerAdviser, or such other authorized officer as is acceptable to the Underwriters, of such Adviser dated as of the Closing Date, to the effect that (i) they have examined the Registration Statement, the Preliminary Prospectus and the Prospectus, any amendments or supplements thereto and this Agreement, (ii) there has been no such Adviser Material Adverse Effect, (iiiii) the representations and warranties of such the Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iiiiv) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (ivv) no stop order suspending the effectiveness of the Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President, President or Senior Vice President, or such other authorized officer as is acceptable to President of the Underwriters, of such Adviser and of the Chief Financial Officer of or Chief Accounting OfficerOfficer of the Adviser, or such other authorized officer as is acceptable to the Underwriters, of such Adviser dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such the Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of the Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission. At the Closing Date, the Representatives shall have received a certificate of the Chief Compliance Officer of the Adviser, dated as of the Closing Date, to the effect that, to such officer’s knowlede, there does not exist any proceedings which should reasonably be expected to adversely affect the registration of the Adviser with the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President, President or Senior Vice President, or such other authorized officer as is acceptable to President of the Underwriters, of such Adviser and of the Chief Financial Officer of or Chief Accounting OfficerOfficer of the Adviser, or such other authorized officer as is acceptable to the Underwriters, of such Adviser dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such the Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of the Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President, Senior Vice President, President or such other authorized officer as is acceptable to the Underwriters, Underwriters of such the Adviser and of the Chief Financial Officer of Chief Accounting Officer, Officer or such other authorized officer as is acceptable to the UnderwritersUnderwriters of the Adviser, of such Adviser dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such the Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this AgreementAgreement (to the extent not waived by the Representatives), and (iv) to their knowledge, no stop order suspending the effectiveness of the Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Original Registration Statement, the Preliminary Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President, President or Senior Vice President, or such other authorized officer as is acceptable to President of the Underwriters, of such Adviser and of the Chief Financial Officer of or Chief Accounting OfficerOfficer of the Adviser, or such other authorized officer as is acceptable to the Underwriters, of such Adviser dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such the Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of the Original Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated have been threatened by the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President, Senior Vice President, or such other authorized officer as is acceptable to the Underwriters, of such the Adviser and of the Chief Financial Officer of or Chief Accounting Officer, or such other authorized officer as is acceptable to the Underwriters, of such Adviser the Adviser, dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such the Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of the Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Original Registration Statement, the Preliminary Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives Representative shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President, President or Senior Vice President, or such other authorized officer as is acceptable to President of the Underwriters, of such Adviser and of the Chief Financial Officer of or Chief Accounting OfficerOfficer of the Adviser, or such other authorized officer as is acceptable to the Underwriters, of such Adviser dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such the Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of the Original Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated have been threatened by the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer Managing Partner or an Executive Vice President, Senior Vice President, President or such other authorized officer as is acceptable to the Underwriters, of such the Adviser and of the Controller, Treasurer, Assistant Treasurer, Chief Financial Officer of Chief Accounting Officer, or such other authorized officer as is acceptable to the UnderwritersUnderwriters (in their capacity as such officers of the Adviser), of such the Adviser dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such the Adviser in this Agreement are true and correct accurate with the same force and effect as though expressly made at and as of the Closing Date, (iii) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this AgreementAgreement (to the extent not waived in writing by the Representatives), and (iv) no stop order suspending the effectiveness of the Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.

Certificate of the Adviser. At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Adviser Material Adverse Effect, and, at the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President, Senior Vice PresidentPresident such other officer as acceptable to the Underwriters, of the Adviser and of the Chief Financial Officer, Chief Accounting Officer or such other authorized officer as is acceptable to the UnderwritersUnderwriters (in their capacity as such officers of the Adviser), of such Adviser and of the Chief Financial Officer of Chief Accounting OfficerAdviser, or such other authorized officer as is acceptable to the Underwriters, of such Adviser dated as of the Closing Date, to the effect that (i) there has been no such Adviser Material Adverse Effect, (ii) the representations and warranties of such the Adviser in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) such the Adviser has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this AgreementAgreement (to the extent not waived in writing by the Representatives), and (iv) no stop order suspending the effectiveness of the Registration Statement or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.