Common use of Absence of Violation or Default Clause in Contracts

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

Absence of Violation or Default. The Each Adviser is not (i) in violation of its limited liability company operating agreement or other organizational documents or (ii) in default under any agreement, indenture or instrumentinstrument to which it is a party, except for such violations or defaults that have not and could not result in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Such Adviser is not in violation of its certificate of limited liability company, its limited liability company operating agreement agreement, certificate of incorporation, by-laws or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in a material adverse effect on such Adviser’s ability to function as an Adviser Material Adverse Effectinvestment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of its certificate of limited liability company operating or certificate of incorporation, as applicable, its limited liability company agreement or by-laws, as applicable, or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in a material adverse effect on such Adviser’s ability to function as an Adviser Material Adverse Effectinvestment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of its limited liability company operating agreement or other organizational documents Organizational Documents or in default under any agreement, indenture or instrument, except for such violations or defaults that have would not and could not result 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 in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of the Adviser Material Adverse Effectto perform its obligations under either of the Investment Management Agreement or the Fee Agreements.

Absence of Violation or Default. The Adviser is not (i) in violation of its limited liability company operating agreement or other organizational documents or (ii) in default under any agreement, indenture or instrument, except for such violations or defaults that have not and could not result in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an Adviser Material Adverse EffectEffect with respect to such Adviser.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is a party.

Absence of Violation or Default. The Each Adviser is not in violation of its limited liability company operating agreement certificate of incorporation, by-laws or other organizational documents or in default under any agreement, indenture or instrument, instrument except for such violations or defaults that have not and could would not result in an a material adverse effect on the respective Adviser or a Trust Material Adverse EffectEffect on the Trust.

Absence of Violation or Default. The Adviser is Advisers are not in violation of its limited liability company operating agreement their certificate of incorporation, by-laws or other organizational documents or in default under any agreement, indenture or instrument, instrument except for such violations or defaults that have not and could would not result in an a material adverse change in the condition, financial or otherwise, or in the earnings, 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 its limited liability company operating agreement and articles of organization, bylaws or other organizational documents or in default under any agreement, indenture or instrument, except for such violations or defaults that have not and could not result in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default should reasonably be expected to have not and could not result in an a material adverse effect on the 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 its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Investment Advisory Agreement or the Fee Agreements to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Management Agreement, the Subadvisory Agreement or the Fee Agreements to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of its limited liability company operating agreement certificate of incorporation, by-laws or other organizational documents or in default under any agreement, indenture or instrument, except for such violations which violation or defaults that default should reasonably be expected to have not a material adverse effect on the ability of the Adviser to perform its obligations under this Agreement and could not result in an Adviser Material Adverse Effectthe Advisory Agreement.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Investment Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which it is a party.

Absence of Violation or Default. The Such Adviser is not in ------------------------------- violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result 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, in an Adviser Material Adverse Effectthe case of the Investment Adviser, the Additional Compensation Agreement.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an Adviser a Material Adverse EffectEffect on the ability of such Adviser to function as an investment adviser or perform its obligations under the Management Agreement, the Advisory Agreement, the Sub-Advisory Agreements and the Additional Compensation Agreements to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of the Adviser Material Adverse Effectto perform its obligations under either of the Investment Advisory Agreement or the Fee Agreements.

Absence of Violation or Default. The Each Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for instrument where such violations violation or defaults that default would reasonably be expected to have not and could not result in an Adviser 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 Each Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an Adviser 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 Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Investment Advisory Agreement or the Investment Sub-Advisory Agreements to which it is a party.

Absence of Violation or Default. The Each Adviser is not in violation of certificate of formation, its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an Adviser 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 its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an Adviser 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 its certificate of limited liability company, its limited liability company operating agreement agreement, certificate of incorporation, by-laws or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in a material adverse effect on the such Adviser’s ability to function as an Adviser Material Adverse Effectinvestment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an Adviser a Material Adverse EffectEffect on the ability of such Adviser to perform its obligations under either of the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of its limited liability company operating partnership agreement or other organizational documents or in default under any agreement, indenture or instrument, except for such violations or defaults that have would not and could not result 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 its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Additional Compensation Agreements to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an Adviser a Material Adverse EffectEffect on the ability of such Adviser to perform its obligations under either of the Investment Advisory Agreement, the Investment Sub-Advisory Agreement, the Fee Agreements or the Administrative Services Agreement to which it is a party.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Investment Advisory Agreement or the Investment Sub-Advisory Agreement to which it is a party.

Absence of Violation or Default. The Each Adviser is not in violation of its limited liability company operating agreement certificate of incorporation, by-laws or other organizational documents or in default under any agreement, indenture or instrument, instrument except for such violations or defaults that have not and could would not result in an on the respective Adviser Material Adverse Effector the Trust.

Absence of Violation or Default. The Adviser is not (i) in violation of its limited liability company operating agreement or other organizational documents or (ii) in default under any agreement, indenture or instrument, except for such violations or defaults that have not and could not result in an Adviser Material Adverse Effect.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Investment Advisory Agreement, the Investment Management Agreement or the Additional Compensation Agreement[s] to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of the Adviser Material Adverse Effectto perform its obligations under the Advisory Agreement, the Additional Compensation Agreement or the Structuring Fee Agreement.

Absence of Violation or Default. The Such Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of such Adviser Material Adverse Effectto perform its obligations under either of the Management Contract, the Subadvisory Contract or the Fee Agreements to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an Adviser 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 its certificate of limited liability company operating 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 in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in a material adverse effect on such Adviser’s ability to function as an Adviser Material Adverse Effectinvestment adviser or perform its obligations under either of the Advisory Agreement or the Subadvisory Agreement to which it is a party.

Absence of Violation or Default. The Adviser is not in violation of its limited liability company operating partnership agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in a material adverse effect on the ability of the Adviser to function as an Adviser Material Adverse Effectinvestment adviser or perform its obligations under the Investment Management Agreement.

Absence of Violation or Default. The Adviser is not in violation of its limited liability company operating agreement or other organizational documents or in default under any agreement, indenture or instrument, except for where such violations violation or defaults that default would reasonably be expected to have not and could not result in an a material adverse effect on the ability of the Adviser Material Adverse Effectto perform its obligations under either of the Investment Management Agreement, or the Fee Agreements.