Common use of Compliance with Applicable Law; Permits Clause in Contracts

Compliance with Applicable Law; Permits. (a) Each of OTF II and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II has not received any written or, to OTF II’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. (b) OTF II is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. (c) XXX XX has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF II, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. (d) Each of OTF II and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II has not received any written or, to OTF II’s Knowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge of OTF II, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF II, the OTF II Board and any committees of the OTF II Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II GBDC and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGBDC. OTF II GBDC has not received any written or, to OTF IIGBDC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All shares of OTF II Common Stock have been offered and sold GBDC has operated in compliance with an appropriate exemption from the registration requirements all listing standards of the Securities ActNasdaq since GBDC Common Stock began trading on the Nasdaq on April 15, 2010 other than as would not, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II GBDC is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II GBDC Common Stock in each jurisdiction in which such shares were offered registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGBDC. (b) OTF II GBDC is in compliance, and since the Applicable Dateit commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGBDC. (c) XXX XX GBDC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIGBDC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II GBDC Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II GBDC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II GBDC and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II GBDC has not received any written or, to OTF IIGBDC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II GBDC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIGBDC, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX maintained since the Applicable Date GBDC contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIGBDC, the OTF II GBDC Board and any committees of the OTF II GBDC Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II the Company and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIthe Company. OTF II The Company has not received any written or, to OTF IIthe Company’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All shares of OTF II Common Stock have been offered and sold The Company has operated in compliance with an appropriate exemption from all listing standards of NYSE since the registration requirements of the Securities Act, Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIwhole. (b) OTF II The Company is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or the reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIthe Company. (c) XXX XX The Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(138a- 1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIthe Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II Company Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II the Company and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II the Company and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II The Company has not received any written or, to OTF IIthe Company’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II the Company has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIthe Company, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX the Company maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIthe Company, the OTF II Company Board and any committees of the OTF II Company Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II GBDC and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGBDC. OTF II GBDC has not received any written or, to OTF IIGBDC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All shares of OTF II Common Stock have been offered and sold GBDC has operated in compliance with an appropriate exemption from the registration requirements all listing standards of the Securities ActNasdaq since GBDC Common Stock began trading on the Nasdaq on April 15, 2010 other than as would not, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II GBDC is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II GBDC Common Stock in each jurisdiction in which such shares were offered registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGBDC. (b) OTF II GBDC is in compliance, and since the Applicable Dateit commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGBDC. (c) XXX XX GBDC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIGBDC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II GBDC Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II GBDC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II GBDC and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II GBDC has not received any written or, to OTF IIGBDC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to GBDC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II GBDC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIGBDC, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX GBDC maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIGBDC, the OTF II GBDC Board and any committees of the OTF II GBDC Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II GCIC and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGCIC. OTF II GCIC has not received any written or, to OTF IIGCIC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to GCIC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and GCIC is, and was, fully qualified to sell shares of OTF II GCIC Common Stock in each jurisdiction in which such shares were offered registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGCIC. (b) OTF II GCIC is in compliance, and since the Applicable Dateit commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGCIC. (c) XXX XX GCIC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIGCIC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II GCIC Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to GCIC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II GCIC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II GCIC and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to GCIC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to GCIC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II GCIC has not received any written or, to OTF IIGCIC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to GCIC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II GCIC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIGCIC, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX maintained since the Applicable Date GCIC contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIGCIC, the OTF II GCIC Board and any committees of the OTF II GCIC Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II Such Company and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIsuch Company. OTF II Such Company has not received any written or, to OTF IIsuch Company’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to such Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect whole. Such Company was fully qualified to OTF II. All sell the Applicable Common Shares in each jurisdiction in which such shares of OTF II Common Stock have been offered were registered and sold in compliance with an appropriate exemption from the registration requirements as of the Securities Acttime of the sale of the Applicable Common Stock, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IICompany. (b) OTF II Such Company is in compliance, and since the Applicable Dateit commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIsuch Company. (c) XXX XX Such Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIsuch Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II such Company’s Board of Governors and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to such Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II Such Company and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II such Company and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to such Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to such Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II Such Company has not received any written or, to OTF IIsuch Company’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to such Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II such Company has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIsuch Company, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX maintained since the Applicable Date such Company contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIsuch Company, the OTF II Board of Governors of such Company and any committees of the OTF II BoardBoard of Governors of such Company.

Compliance with Applicable Law; Permits. (a) Each of OTF FSIC II and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF FSIC II. OTF FSIC II has not received any written or, to OTF FSIC II’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to FSIC II and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect whole. FSIC II was fully qualified to OTF II. All sell shares of OTF FSIC II Common Stock have been offered in each jurisdiction in which such shares were registered and sold in compliance with an appropriate exemption from the registration requirements as of the Securities Acttime of the sale of the Applicable Common Stock, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF FSIC II. (b) OTF FSIC II is in compliance, and since the Applicable Dateit commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF FSIC II. (c) XXX XX FSIC II has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF FSIC II, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II FSIC II’s Board of Governors and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to FSIC II and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF FSIC II and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF FSIC II and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to FSIC II and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to FSIC II and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF FSIC II has not received any written or, to OTF FSIC II’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to FSIC II and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF FSIC II has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF FSIC II, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX maintained since the Applicable Date FSIC II contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF FSIC II, the OTF Board of Governors of FSIC II Board and any committees of the OTF II BoardBoard of Governors of FSIC II.

Compliance with Applicable Law; Permits. (a) Each of OTF II GBDC 3 and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGBDC 3. OTF II GBDC 3 has not received any written or, to OTF IIGBDC 3’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to GBDC 3 and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and GBDC 3 is, and was, fully qualified to sell shares of OTF II GBDC 3 Common Stock in each jurisdiction in which such shares were offered registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGBDC 3. (b) OTF II GBDC 3 is in compliance, and since the Applicable Dateit commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIGBDC 3. (c) XXX XX GBDC 3 has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIGBDC 3, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II GBDC 3 Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to GBDC 3 and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II GBDC 3 and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II GBDC 3 and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to GBDC 3 and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to GBDC 3 and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II GBDC 3 has not received any written or, to OTF IIGBDC 3’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to GBDC 3 and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II GBDC 3 has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIGBDC 3, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX GBDC 3 maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIGBDC 3, the OTF II GBDC 3 Board and any committees of the OTF II GBDC 3 Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II CSL III and each of its Consolidated Subsidiaries the SPV is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, including the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IICSL III. OTF II CSL III has not received any written or, to OTF IICSL III’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IICSL III. (b) OTF II CSL III is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IICSL III. (c) XXX XX CSL III has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IICSL III, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II CSL III Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IICSL III. (d) Each of OTF II CSL III and each of its Consolidated Subsidiaries the SPV holds and is in compliance with all Permits required in order to permit OTF II CSL III and each of its Consolidated Subsidiaries the SPV to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IICSL III. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IICSL III. OTF II CSL III has not received any written or, to OTF IICSL III’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IICSL III. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II CSL III has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IICSL III, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX CSL III maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders shareholders of OTF IICSL III, the OTF II CSL III Board and any committees of the OTF II CSL III Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II the Company and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIthe Company. OTF II The Company has not received any written or, to OTF IIthe Company’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF II. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIwhole. (b) OTF II The Company is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or the reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIthe Company. (c) XXX XX The Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIthe Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II Company Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II the Company and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II the Company and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II The Company has not received any written or, to OTF IIthe Company’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II the Company has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIthe Company, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX the Company maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIthe Company, the OTF II Company Board and any committees of the OTF II Company Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II The Company and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIthe Company. OTF II The Company has not received any written or, to OTF IIthe Company’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF II. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIwhole. (b) OTF II The Company is in compliance, and since the Company Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or the reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIthe Company. (c) XXX XX The Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIthe Company, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II Company Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II The Company and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II the Company and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II The Company has not received any written or, to OTF IIthe Company’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to the Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II the Company has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIthe Company, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX the Company maintained since the Company Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders members of OTF IIthe Company, the OTF II Company Board and any committees of the OTF II Company Board.

Compliance with Applicable Law; Permits. Except as otherwise set forth on Section 3.9 of the MMLC Disclosure Schedule, (a) Each of OTF II MMLC and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIMMLC. OTF II MMLC has not received any written or, to OTF IIMMLC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-non- compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and MMLC is, and was, fully qualified to sell shares of OTF II MMLC Common Stock in each jurisdiction in which such shares were offered registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIMMLC. (b) OTF II MMLC is in compliance, and since the Applicable Dateit commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIMMLC. (c) XXX XX MMLC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIMMLC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II MMLC Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II MMLC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II MMLC and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II MMLC has not received any written or, to OTF IIMMLC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II MMLC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIMMLC, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX maintained since the Applicable Date MMLC contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIMMLC, the OTF II MMLC Board and any committees of the OTF II MMLC Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II SUNS and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IISUNS. OTF II SUNS has not received any written or, to OTF IISUNS’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to SUNS and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All shares of OTF II Common Stock have been offered and sold SUNS has operated in compliance with an appropriate exemption from the registration requirements all listing standards of the Securities Act, Nasdaq since the Applicable Date other than as would not, individually or in the aggregate, reasonably be expected to have be material to SUNS and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIwhole. (b) OTF II SUNS is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IISUNS. (c) XXX XX SUNS has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IISUNS, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II SUNS Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to SUNS and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II SUNS and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II SUNS and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to SUNS and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to SUNS and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II SUNS has not received any written or, to OTF IISUNS’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to SUNS and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II SUNS has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IISUNS, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX SUNS maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IISUNS, the OTF II SUNS Board and any committees of the OTF II SUNS Board.

Compliance with Applicable Law; Permits. (a) Each of OTF II the Acquiror and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIthe Acquiror. OTF II The Acquiror has not received any written or, to OTF IIthe Acquiror’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to the Acquiror and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF II. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and is, and was, fully qualified to sell shares of OTF II Common Stock in each jurisdiction in which such shares were offered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIwhole. (b) OTF II The Acquiror is in compliance, and since the Applicable Date, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIthe Acquiror. (c) XXX XX The Acquiror has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIthe Acquiror, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II Acquiror Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to the Acquiror and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II the Acquiror and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II the Acquiror and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to the Acquiror and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to the Acquiror and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II The Acquiror has not received any written or, to OTF IIthe Acquiror’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to the Acquiror and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II the Acquiror has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIthe Acquiror, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX the Acquiror maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIthe Acquiror, the OTF II Acquiror Board and any committees of the OTF II Acquiror Board.

Compliance with Applicable Law; Permits. Except as otherwise set forth on Section 3.9 of the Company Disclosure Schedule: (a) Each of OTF II Company and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to OTF IIEffect. OTF II Company has not received any written or, to OTF IICompany’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and Company is, and was, fully qualified to sell shares of OTF II Company Common Stock Units in each jurisdiction in which such shares equity interests were offered registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to OTF IIEffect. (b) OTF II Company is in compliance, and since the Applicable Dateit commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect with respect to OTF IIEffect. (c) XXX XX Company has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IICompany, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II Company Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II Company and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II Company and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II Company has not received any written or, to OTF IICompany’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing or, to the Company’s knowledge, orally to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to Company and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II Company has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IICompany, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX maintained since the Applicable Date contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF II, the OTF II Board and any committees of the OTF II Board.

Compliance with Applicable Law; Permits. Except as otherwise set forth on Section 3.9 of the MMLC Disclosure Schedule, (a) Each of OTF II MMLC and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIMMLC. OTF II MMLC has not received any written or, to OTF IIMMLC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All shares of OTF II Common Stock have been offered and sold in compliance with an appropriate exemption from the registration requirements of the Securities Act, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF II. OTF II is not subject to any “stop order” and MMLC is, and was, fully qualified to sell shares of OTF II MMLC Common Stock in each jurisdiction in which such shares were offered registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIMMLC. (b) OTF II MMLC is in compliance, and since the Applicable Dateit commenced operations, has complied with its investment policies and restrictions and portfolio valuation methods, if any, as such policies and restrictions have been set forth in its registration statement (as amended from time to time) or reports that it has filed with the SEC under the Exchange Act and applicable Laws, if any, other than any non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to OTF IIMMLC. (c) XXX XX MMLC has written policies and procedures adopted pursuant to Rule 38a-1 under the Investment Company Act that are reasonably designed to prevent material violations of the “Federal Securities Laws,” as such term is defined in Rule 38a-1(e)(1) under the Investment Company Act. There have been no “Material Compliance Matters” for OTF IIMMLC, as such term is defined in Rule 38a-1(e)(2) under the Investment Company Act, other than those that have been reported to the OTF II MMLC Board and satisfactorily remedied or are in the process of being remedied or those that would not, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (d) Each of OTF II MMLC and each of its Consolidated Subsidiaries holds and is in compliance with all Permits required in order to permit OTF II MMLC and each of its Consolidated Subsidiaries to own or lease their properties and assets and to conduct their businesses under and pursuant to all applicable Law as presently conducted, other than any failure to hold or non-compliance with any such Permit that would not, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. All such Permits are valid and in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. OTF II MMLC has not received any written or, to OTF IIMMLC’s Knowledgeknowledge, oral notification from a Governmental Entity of any material non-compliance with any such Permits, and no Proceeding is pending or threatened in writing to suspend, cancel, modify, revoke or materially limit any such Permits, which Proceeding would, individually or in the aggregate, reasonably be expected to have be material to MMLC and its Consolidated Subsidiaries, taken as a Material Adverse Effect with respect to OTF IIwhole. (e) No “affiliated person” (as defined under the Investment Company Act) of OTF II MMLC has been subject to disqualification to serve in any capacity contemplated by the Investment Company Act for any investment company (including a BDC) under Sections 9(a) and 9(b) of the Investment Company Act, unless, in each case, such Person has received exemptive relief from the SEC with respect to any such disqualification. There is no material Proceeding pending and served or, to the Knowledge knowledge of OTF IIMMLC, threatened that would result in any such disqualification. (f) The minute books and other similar records of XXX XX maintained since the Applicable Date MMLC contain a true and complete record in all material respects of all action taken at all meetings and by all written consents in lieu of meetings of the stockholders of OTF IIMMLC, the OTF II MMLC Board and any committees of the OTF II MMLC Board.