Common use of Good Standing of the Advisor Clause in Contracts

Good Standing of the Advisor. (a) As of the date hereof, the Advisor is a limited liability company duly formed and validly existing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. Each of this Agreement and the Advisory Agreement is duly and validly authorized, executed and delivered by or on behalf of the Advisor and constitutes a valid and binding agreement of the Advisor, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws). (b) As of the date hereof, the Advisor is qualified to do business and is in good standing in every jurisdiction in which the conduct of its business in connection with the Offering requires such qualification, except where the failure to do so would not result in a Material Adverse Effect on the Advisor.