Common use of Advisers Services Clause in Contracts

Advisers Services. (a) Correct and complete copies of (i) all of the investment advisory agreements in effect as of the date hereof (which include only the REIT Management Agreements), (ii) all material distribution or underwriting Contracts in effect as of the date hereof for the payment of service fees, (iii) all material administrative services and other services agreements, if any, pertaining to each of the REITs in effect as of the date hereof, and (iv) since January 1, 2012, all SEC examination findings with respect to the Company Group or the REITs (A) have been made available to Buyer prior to the date hereof and (B) except as to the foregoing clause (iv), as of the date hereof, are in full force and effect. As between the Advisers and the REITs, there has been in full force and effect an investment advisory, sub-advisory, distribution or underwriting agreement (as applicable) at all times since the inception of such REIT pursuant to which any member of the Company Group received compensation respecting its activities in connection with such REIT. (b) No Proceeding to revoke any orders of exemption issued under the Investment Advisers Act to the Advisers has been commenced and, to the Knowledge of the Company, no such Proceeding is threatened by the SEC. Copies of all exemptive orders and SEC no-action letters obtained by or on behalf of any member of the Company Group relating to the services provided by the Advisers have been made available to Buyer. (c) No Company Group member or any “person associated with” (as defined in the Investment Advisers Act) a Company Group member is ineligible pursuant to Section 203(e) or 203(f) of the Investment Advisers Act to serve as an investment adviser or as a “person associated with” an investment adviser, nor is there any Proceeding pending or, to the Knowledge of the Company, threatened by any Governmental Authority that would result in the ineligibility of any such Company Group member or any such “person associated with” a Company Group member to serve in any such capacities pursuant to Section 203(e) or 203(f) of the Investment Advisers Act.