Common use of Correctness of Information Clause in Contracts

Correctness of Information. All information furnished by the Subscriber on the signature page hereof, in the Subscriber Questionnaire, and in any U.S. Internal Revenue Service or other tax form (including any tax form attached hereto) delivered to the Company or the Adviser is true, accurate and complete as of (a) the date this Subscriber Agreement is signed by the Subscriber and (b) the Closing Date, and shall be true, accurate and complete as of each date that the Subscriber receives a distribution from the Company. The Subscriber agrees to promptly notify the Company in the event that any such information shall cease to be true, accurate and complete. If the Subscriber is not a natural person, the Subscriber has delivered true and complete (as of the date of delivery) copies of the following organizational and authorization documents requested in the Subscriber Information Form attached hereto: (i) all organizational documents of the Subscriber, (ii) all documents authorizing the Subscriber to acquire Units in the Company and (iii) evidence of the authority of each person executing the documents referred to in Section 5.17 below to act on behalf of the Subscriber. The Subscriber acknowledges that the Company is relying on the accuracy and completeness of the information furnished in this Subscription Agreement in connection with the Subscriber’s subscription, and that the Company may present this Subscription Agreement or such other information to such parties as the Company, in its sole discretion, deems appropriate if called upon, in each case to establish that (x) the proposed offer and sale of the Units is exempt from registration under the 1933 Act or meets the requirements of applicable U.S. state securities laws, (y) the Company is exempt from registration under the Investment Company Act or (z) the Company, the Adviser and their respective affiliates are in compliance with the Advisers Act. Furthermore, the Subscriber understands that the offering of Units may be reported to the SEC or to U.S. state securities or “blue sky” commissioners pursuant to the requirements of applicable U.S. federal law and of various U.S. state securities or “blue sky” laws or regulations (including to meet the requirements for an exemption from registration thereunder) or if the Company or the Adviser consider such disclosure necessary or appropriate in their normal course of business or to enable them properly to conduct their affairs. Subscription Agreement (All Subscribers)

Correctness of Information. All The Subscriber represents and warrants that the information furnished it has provided in this Subscription Agreement and any documents attached hereto or provided in connection with this Subscription Agreement (collectively “Attachments”) (which Attachments are incorporated in this Subscription Agreement by reference, and which constitute representations and warranties to the Subscriber on the signature page hereofCompany, in the Subscriber Questionnaireas if expressly set forth herein), and in any U.S. Internal Revenue Service or other tax form (including any tax form attached hereto) delivered to the Company or the Adviser Company, is true, accurate and complete as of (a) the date this Subscriber Agreement is signed and may be relied upon by the Subscriber and (b) Company for any purpose, including the Closing Date, and shall be true, accurate and complete as establishment of each date that the Subscriber receives a distribution Subscriber-related facts underlying claims of exemption from the Company. The Subscriber agrees to promptly notify registration provisions of federal, state and non-U.S. securities laws, including the Securities Act and the Investment Company in the event that any such information shall cease to be true, accurate and complete. If the Subscriber is not a natural person, the Subscriber has delivered true and complete (as of the date of delivery) copies of the following organizational and authorization documents requested in the Subscriber Information Form attached hereto: (i) all organizational documents of the Subscriber, (ii) all documents authorizing the Subscriber to acquire Units in the Company and (iii) evidence of the authority of each person executing the documents referred to in Section 5.17 below to act on behalf of the SubscriberAct. The Subscriber acknowledges that the Company is relying on the accuracy and completeness of the such information furnished in this Subscription Agreement in connection with (a) the Subscriber’s subscription, and that the Company may present this Subscription Agreement or such other information to such parties as Subscriber becoming a shareholder of the Company, in its sole discretion, deems appropriate if called upon, in each case to establish that (xb) not registering the proposed offer and sale of the Units is exempt from registration Shares under the 1933 Securities Act or meets the requirements of applicable U.S. any state or foreign securities laws, (yc) not registering the Company is exempt from registration under the Investment Company Act, (d) avoiding violations of the U.S. Employee Retirement Income Security Act or of 1974, as amended (z“ERISA”) and Code Section 4975 (e.g. prohibited transactions involving retirement accounts and other employee benefit plans – see Section 4.11herein) and other comparable laws applicable to employee benefit plans not subject to ERISA, and (e) the management of the Company’s business. If at any time during the term of the Company any of the representations and warranties contained in this Subscription Agreement (including the Annexes, the Adviser Schedules and their respective affiliates are in compliance with the Advisers Act. FurthermoreExhibits attached hereto) shall cease to be true, the Subscriber understands that the offering of Units may be reported to the SEC or to U.S. state securities or “blue sky” commissioners pursuant to the requirements of applicable U.S. federal law and of various U.S. state securities or “blue sky” laws or regulations (including to meet the requirements for an exemption from registration thereunder) or if will promptly notify the Company or the Adviser consider such disclosure necessary or appropriate in their normal course of business or to enable them properly to conduct their affairs. Subscription Agreement (All Subscribers)writing.

Correctness of Information. All The Subscriber represents and warrants that the information furnished it has provided in this Subscription Agreement and any documents attached hereto or provided in connection with this Subscription Agreement (collectively “Attachments”) (which Attachments are incorporated in this Subscription Agreement by reference, and which constitute representations and warranties to the Subscriber on the signature page hereofCompany, in the Subscriber Questionnaireas if expressly set forth herein), and in any U.S. Internal Revenue Service or other tax form (including any tax form attached hereto) delivered to the Company or the Adviser Company, is true, accurate and complete as of (a) the date this Subscriber Agreement is signed and may be relied upon by the Subscriber and (b) Company for any purpose, including the Closing Date, and shall be true, accurate and complete as establishment of each date that the Subscriber receives a distribution Subscriber-related facts underlying claims of exemption from the Company. The Subscriber agrees to promptly notify registration provisions of federal, state and non-U.S. securities laws, including the Securities Act and the Investment Company in the event that any such information shall cease to be true, accurate and complete. If the Subscriber is not a natural person, the Subscriber has delivered true and complete (as of the date of delivery) copies of the following organizational and authorization documents requested in the Subscriber Information Form attached hereto: (i) all organizational documents of the Subscriber, (ii) all documents authorizing the Subscriber to acquire Units in the Company and (iii) evidence of the authority of each person executing the documents referred to in Section 5.17 below to act on behalf of the SubscriberAct. The Subscriber acknowledges that the Company is relying on the accuracy and completeness of the such information furnished in this Subscription Agreement in connection with (a) the Subscriber’s subscription, and that the Company may present this Subscription Agreement or such other information to such parties as Subscriber becoming a shareholder of the Company, in its sole discretion, deems appropriate if called upon, in each case to establish that (xb) not registering the proposed offer and sale of the Units is exempt from registration Shares under the 1933 Securities Act or meets the requirements of applicable U.S. any state or foreign securities laws, (yc) not registering the Company is exempt from registration under the Investment Company Act or Act, , and (zd) the management of the Company’s business. If at any time during the term of the Company any of the representations and warranties contained in this Subscription Agreement (including the Annexes, the Adviser Schedules and their respective affiliates are in compliance with the Advisers Act. FurthermoreExhibits attached hereto) shall cease to be true, the Subscriber understands that the offering of Units may be reported to the SEC or to U.S. state securities or “blue sky” commissioners pursuant to the requirements of applicable U.S. federal law and of various U.S. state securities or “blue sky” laws or regulations (including to meet the requirements for an exemption from registration thereunder) or if will promptly notify the Company or the Adviser consider such disclosure necessary or appropriate in their normal course of business or to enable them properly to conduct their affairs. Subscription Agreement (All Subscribers)writing.