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, to the extent such concept exists in its jurisdiction of organization, in good standing under the laws of its jurisdiction of organization, 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 Trust Agreements to which it is a party; and such Adviser is duly qualified 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 (i) such Adviser’s ability to perform its obligations under the Investment Management Agreement, each Sub-Advisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Investment Adviser (the “Xxxxxxx Xxxxx Structuring Fee Agreement”) and the Structuring Fee Agreement between Xxxxxx Xxxxxxx and the Investment Adviser (the “Xxxxxx Xxxxxxx Structuring Fee Agreement” and, together with the Xxxxxxx Xxxxx Structuring Fee Agreement, the “Fee Agreements”) to which it is a party, (ii) the condition, financial or otherwise, earnings, business status or business prospects of such Adviser, or (iii) such Adviser’s ability to function as an investment adviser (an “Adviser Material Adverse Effect”).

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and, to the extent such concept exists in its jurisdiction of organization, and in good standing as a limited liability company under the laws of its jurisdiction the state of organizationDelaware, 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 Trust Agreements to which it is a partyFund 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 (i) such Adviser’s 's ability to perform its obligations under the Investment Management Agreement, each the Sub-Advisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx Mxxxxxx Lxxxx and the Investment Adviser Advisers (the “Xxxxxxx Xxxxx Structuring "Fee Agreement”) and "), the Structuring Fee Agreement between Xxxxxx Xxxxxxx [EACH OTHER REPRESENTATIVE] and the Investment Adviser 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, (ii) the condition, financial or otherwise, earnings, business status or business prospects of such Adviser, or (iii) such Adviser’s ability to function as an investment adviser (an “Adviser Material Adverse Effect”).

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and, to the extent such concept exists in its jurisdiction of organization, and in good standing as a limited liability company under the laws of its jurisdiction the state of organizationDelaware, 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 Trust Agreements to which it is a partyFund 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 Material Adverse Effect on (i) such Adviser’s ability to perform its obligations under the Investment Management Agreement, each the Sub-Advisory Agreement dated as of [—], 2012 by and between LMPFA and the Sub-Adviser (the “Sub-Advisory Agreement”), the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Investment Adviser LMPFA (the “Xxxxxxx Xxxxx Structuring Fee Agreement”) and ), the Structuring Fee Agreement between Xxxxxx Xxxxxxx [EACH OTHER REPRESENTATIVE] and the Investment Adviser LMPFA (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, (ii) the condition, financial or otherwise, earnings, business status or business prospects of such Adviser, or (iii) such Adviser’s ability to function as an investment adviser (an “Adviser Material Adverse Effect”).

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and, to the extent such concept exists in its jurisdiction of organization, and in good standing as a limited liability company under the laws of its jurisdiction the state of organizationDelaware, 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 Trust Agreements to which it is a partyFund 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 (i) such Adviser’s ability to perform its obligations under the Investment Management Agreement, each the Sub-Advisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Investment Adviser Manager (the “Xxxxxxx Xxxxx Fee Agreement”), the Structuring Fee Agreement between [EACH OTHER REPRESENTATIVE] and the Investment Manager (the “[EACH OTHER REPRESENTATIVE] Structuring Fee Agreement”) and the Structuring Fee Agreement between Xxxxxx Xxxxxxx and the Investment Adviser (the “Xxxxxx Xxxxxxx Structuring Fee Agreement” and, together with the Xxxxxxx Xxxxx Structuring Fee Agreement, the “Fee Agreements”) to which it is a party, (ii) the condition, financial or otherwise, earnings, business status or business prospects of such Adviser, or (iii) such Adviser’s ability to function as an investment adviser (an “Adviser Material Adverse Effect”).

Good Standing of the Advisers. Such Adviser has been duly organized and is validly existing and, to the extent such concept exists in its jurisdiction of organization, and in good standing as a limited liability company under the laws of its jurisdiction the state of organizationDelaware, 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 Trust Agreements to which it is a partyFund 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 (i) such Adviser’s 's ability to perform its obligations under the Investment Management Advisory Agreement, each the Investment Sub-Advisory Agreement, the Structuring Fee Agreement between Xxxxxxx Xxxxx and the Investment Adviser Advisers (the “"Xxxxxxx Xxxxx Structuring Fee Agreement”") and the Structuring Fee Agreement between Xxxxxx Xxxxxxx and the Investment Adviser 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, (ii) the condition, financial or otherwise, earnings, business status or business prospects of such Adviser, or (iii) such Adviser’s ability to function as an investment adviser (an “Adviser Material Adverse Effect”).