Common use of Good Standing of the Investment Manager Clause in Contracts

Good Standing of the Investment Manager. The Investment Manager has been duly organized and is validly existing and in good standing as a corporation under the laws of the state of New York, 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 Fund Agreements; and the Investment Manager is duly qualified as a foreign corporation 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 the Investment Manager’s ability to perform its obligations under the Investment Management Agreement, the Structuring Fee Agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Investment Manager (the “Fee Agreement”), the Structuring Fee Agreement between [EACH OTHER REPRESENTATIVE] and the Investment Manager (the “[EACH OTHER REPRESENTATIVE] Structuring Fee Agreement”) and, together with the Fee Agreement, the “Fee Agreements”) to which it is a party.