Common use of Representations and Warranties of the Adviser and BDC Partners Clause in Contracts

Representations and Warranties of the Adviser and BDC Partners. The Adviser and BDC Partners, jointly and severally, represent and warrant to Ladenburg as of the date hereof and as of each Representation Date on which a certificate is required to be delivered pursuant to Section 8(p) of this Agreement, as of each Applicable Time and as of each Settlement Date, and agree with Ladenburg, as follows: (i) Each of the Adviser and BDC Partners has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Connecticut and the State of Delaware, respectively, with the corporate power and authority to own its property and to conduct its business as described in the Prospectus and enter into this Agreement and the Company Agreements to which the Adviser or BDC Partners is a party, as the case may be, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business or operations of the Adviser or BDC Partners, as the case may be (an “Adviser/BDC Partners Material Adverse Effect” ). Each of the Adviser and Administrator has no subsidiaries. (ii) The Adviser is duly registered as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act from acting under the Investment Advisory Agreement as an investment adviser to the Company as contemplated by the Registration Statement and the Prospectus, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the knowledge of the Adviser, threatened by the Commission. (iii) Each of this Agreement and the Company Agreements to which the Adviser or BDC Partners is a party, as the case may be, has been duly authorized by the Adviser and/or BDC Partners, as applicable. Each Company Agreement to which the Adviser or BDC Partners is a party, complies with the applicable provisions of the Securities Act, the Investment Company Act and the Advisers Act. Each Company Agreement to which the Adviser or BDC Partners is a party has been duly executed and delivered by the Adviser or BDC Partners, as applicable and (assuming the due and valid authorization, execution and delivery by the other parties thereto) represents a valid and binding agreement of the Adviser or BDC Partners, as applicable, enforceable against the Adviser or BDC Partners, as applicable, in accordance with its terms, except (a) as rights to indemnity and contribution may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Adviser’s or BDC Partners’ obligations thereunder, as applicable, may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, receivership, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing) whether enforcement is considered in a proceeding in equity or at law, and (b) in the case of the Investment Advisory Agreement, with respect to termination under the Investment Company Act or the reasonableness or fairness of compensation payable thereunder. (iv) The execution and delivery by the Adviser and/or BDC Partners, as applicable, of, and the performance by the Adviser and/or BDC Partners, as applicable, of its obligations under, this Agreement and each Company Agreement to which the Adviser or BDC Partners is a party, respectively, does not conflict with or will conflict with, result in, or constitute a violation, breach of, default under, (x) the limited liability company operating agreement of the Adviser and/or BDC Partners, as applicable (y) any agreement, indenture, note, bond, license, lease or other instrument or obligation binding upon the Adviser and/or BDC Partners, as applicable, that is material to the Adviser and/or BDC Partners, as applicable, or (z) any law, rule or regulation applicable to the Adviser and/or BDC Partners, as applicable, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Adviser and/or BDC Partners, whether foreign or domestic; except, with respect to clauses (y) or (z), any contravention which would have neither (i) an Adviser/BDC Partners Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement; provided that no representation or warranty is made with respect to compliance with the laws of any jurisdiction outside of the United States in connection with the offer or sale of the Shares in such jurisdiction by Ladenburg. (v) No consent, approval, authorization, order or permit of, license from, or qualification or registration with any governmental body, agency or authority, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required to be obtained by the Adviser and/or BDC Partners, as applicable, for the performance by the Adviser and/or BDC Partners, as applicable, of its obligations under this Agreement or any Company Agreement to which it is a party, except such as have been obtained and as may be required by (i) the Securities Act, the Investment Company Act, the Advisers Act or the Exchange Act, (ii) the rules and regulations of the FINRA or Nasdaq, (iii) by the securities or “blue sky laws” of the various states and foreign jurisdictions in connection with the offer and sale of the Shares or (iv) such as which the failure to obtain would have neither (i) an Adviser/BDC Partners Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement. (vi) There are no legal or governmental proceedings pending or, to the knowledge of the Adviser and BDC Partners, threatened to which the Adviser and/or BDC Partners is a party or to which any of the properties of the Adviser and/or BDC Partners is subject (i) other than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a material adverse effect on the Adviser and/or BDC Partners, as applicable, or on the power or ability of the Adviser and/or BDC Partners, as applicable, to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described. (vii) Each of the Adviser and BDC Partners has all necessary consents, authorizations, approvals, orders (including exemptive orders), licenses, certificates, permits, qualifications and registrations of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and other tribunals, whether foreign or domestic, to own and use its assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file the foregoing would not result in an Adviser/BDC Partners Material Adverse Effect. (viii) Each of the Adviser and BDC Partners has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and by this Agreement and each Company Agreement to which it is a party. (ix) The Investment Advisory Agreement is in full force and effect and neither the Adviser nor, to the knowledge of the Adviser, any other party to the Investment Advisory Agreement is in default thereunder, and, no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the Adviser under such document. (x) All information furnished by the Adviser for use in the Registration Statement and the Prospectus, including, without limitation, the description of the Adviser does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information not misleading (in the case of the Prospectus, in light of the circumstances under which such information is provided). (xi) There has not occurred any material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Adviser from that set forth in the Prospectus, and there have been no transactions entered into by the Adviser which are material to the Adviser other than those in the ordinary course of its business or as described in the Prospectus. (xii) Neither the Adviser nor BDC Partners, nor any of their affiliates, has taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiii) The operations of the Adviser and BDC Partners are and have been conducted at all times in compliance with applicable Money Laundering laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser or BDC Partners with respect to the Money Laundering laws is pending or, to the knowledge of the Adviser or BDC Partners, threatened. (xiv) The Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s general or specific authorization and (ii) access to the Company’s assets is permitted only in accordance with its management’s general or specific authorization. (xv) BDC Partners maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions for which it has bookkeeping and record keeping responsibility for under the Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for the Company’s assets. Any certificate signed by or on behalf of the Adviser or BDC Partners and delivered to Ladenburg or counsel for Ladenburg in connection with this Agreement shall be deemed to be a representation and warranty by the Adviser or BDC Partners, as applicable, as to the matters covered therein to Ladenburg.

Representations and Warranties of the Adviser and BDC Partners. The Adviser and BDC Partners, jointly and severally, represent and warrant to Ladenburg as of the date hereof and as of each Representation Date on which a certificate is required to be delivered pursuant to Section 8(p) of this Agreement, as of each Applicable Time and as of each Settlement Date, and agree with Ladenburg, as follows: (i) Each of the Adviser and BDC Partners has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Connecticut and the State of Delaware, respectively, with the corporate power and authority to own its property and to conduct its business as described in the Prospectus and enter into this Agreement and the Company Agreements to which the Adviser or BDC Partners is a party, as the case may be, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business or operations of the Adviser or BDC Partners, as the case may be (an “Adviser/BDC Partners Material Adverse Effect” ). Each of the Adviser and Administrator has no subsidiaries. (ii) The Adviser is duly registered as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act from acting under the Investment Advisory Agreement as an investment adviser to the Company as contemplated by the Registration Statement and the Prospectus, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the knowledge of the Adviser, threatened by the Commission. (iii) Each of this Agreement and the Company Agreements to which the Adviser or BDC Partners is a party, as the case may be, has been duly authorized by the Adviser and/or BDC Partners, as applicable. Each Company Agreement to which the Adviser or BDC Partners is a party, complies with the applicable provisions of the Securities Act, the Investment Company Act and the Advisers Act. Each Company Agreement to which the Adviser or BDC Partners is a party has been duly executed and delivered by the Adviser or BDC Partners, as applicable and (assuming the due and valid authorization, execution and delivery by the other parties thereto) represents a valid and binding agreement of the Adviser or BDC Partners, as applicable, enforceable against the Adviser or BDC Partners, as applicable, in accordance with its terms, except (a) as rights to indemnity and contribution may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Adviser’s or BDC Partners’ obligations thereunder, as applicable, may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, receivership, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing) whether enforcement is considered in a proceeding in equity or at law, and (b) in the case of the Investment Advisory Agreement, with respect to termination under the Investment Company Act or the reasonableness or fairness of compensation payable thereunder. (iv) The execution and delivery by the Adviser and/or BDC Partners, as applicable, of, and the performance by the Adviser and/or BDC Partners, as applicable, of its obligations under, this Agreement and each Company Agreement to which the Adviser or BDC Partners is a party, respectively, does not conflict with or will conflict with, result in, or constitute a violation, breach of, default under, (x) the limited liability company operating agreement of the Adviser and/or BDC Partners, as applicable (y) any agreement, indenture, note, bond, license, lease or other instrument or obligation binding upon the Adviser and/or BDC Partners, as applicable, that is material to the Adviser and/or BDC Partners, as applicable, or (z) any law, rule or regulation applicable to the Adviser and/or BDC Partners, as applicable, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Adviser and/or BDC Partners, whether foreign or domestic; except, with respect to clauses (y) or (z), any contravention which would have neither (i) an Adviser/BDC Partners Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement; provided that no representation or warranty is made with respect to compliance with the laws of any jurisdiction outside of the United States in connection with the offer or sale of the Shares in such jurisdiction by Ladenburg. (v) No consent, approval, authorization, order or permit of, license from, or qualification or registration with any governmental body, agency or authority, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required to be obtained by the Adviser and/or BDC Partners, as applicable, for the performance by the Adviser and/or BDC Partners, as applicable, of its obligations under this Agreement or any Company Agreement to which it is a party, except such as have been obtained and as may be required by (i) the Securities Act, the Investment Company Act, the Advisers Act or the Exchange Act, (ii) the rules and regulations of the FINRA or Nasdaq, (iii) by the securities or “blue sky laws” of the various states and foreign jurisdictions in connection with the offer and sale of the Shares or (iv) such as which the failure to obtain would have neither (i) an Adviser/BDC Partners Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement. (vi) There are no legal or governmental proceedings pending or, to the knowledge of the Adviser and BDC Partners, threatened to which the Adviser and/or BDC Partners is a party or to which any of the properties of the Adviser and/or BDC Partners is subject (i) other than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a material adverse effect on the Adviser and/or BDC Partners, as applicable, or on the power or ability of the Adviser and/or BDC Partners, as applicable, to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described. (vii) Each of the Adviser and BDC Partners has all necessary consents, authorizations, approvals, orders (including exemptive orders), licenses, certificates, permits, qualifications and registrations of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and other tribunals, whether foreign or domestic, to own and use its assets and to conduct its business in the manner described in the Prospectus, except to the extent that the failure to obtain or file the foregoing would not result in an Adviser/BDC Partners Material Adverse Effect. (viii) Each of the Adviser and BDC Partners has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and by this Agreement and each Company Agreement to which it is a party. (ix) The Investment Advisory Agreement is in full force and effect and neither the Adviser nor, to the knowledge of the Adviser, any other party to the Investment Advisory Agreement is in default thereunder, and, no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the Adviser under such document. (x) All information furnished by the Adviser for use in the Registration Statement and the Prospectus, including, without limitation, the description of the Adviser does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make such information not misleading (in the case of the Prospectus, in light of the circumstances under which such information is provided). (xi) There has not occurred any material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Adviser from that set forth in the Prospectus, and there have been no transactions entered into by the Adviser which are material to the Adviser other than those in the ordinary course of its business or as described in the Prospectus. (xii) Neither the Adviser nor BDC Partners, nor any of their affiliates, has taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiii) The operations of the Adviser and BDC Partners are and have been conducted at all times in compliance with applicable Money Laundering laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser or BDC Partners with respect to the Money Laundering laws is pending or, to the knowledge of the Adviser or BDC Partners, threatened. (xiv) The Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s general or specific authorization and (ii) access to the Company’s assets is permitted only in accordance with its management’s general or specific authorization. (xv) BDC Partners maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions for which it has bookkeeping and record keeping responsibility for under the Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for the Company’s assetsassets and (ii) the recorded accountability for such assets if compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Any certificate signed by or on behalf of the Adviser or BDC Partners and delivered to Ladenburg or counsel for Ladenburg in connection with this Agreement shall be deemed to be a representation and warranty by the Adviser or BDC Partners, as applicable, as to the matters covered therein to Ladenburg.

Representations and Warranties of the Adviser and BDC Partners. The Adviser and BDC Partners, jointly and severally, represent and warrant to Ladenburg as of the date hereof and as of each Representation Date on which a certificate is required to be delivered pursuant to Section 8(p) of this Agreement, as of each Applicable Time and as of each Settlement Date, and agree with Ladenburg, as followsUnderwriters that: (ia) Each each of the Adviser and BDC Partners has been duly formed and is validly existing as a Delaware limited liability company and in good standing under the laws of the State of Connecticut and the State of Delaware, respectively, with the corporate full power and authority to own own, lease and operate its property properties and to conduct its business as described in the Prospectus and enter into to execute and deliver this Agreement and the Company Agreements to which Agreement; the Adviser or has full power and authority to execute and deliver the Investment Advisory Agreement; and each of the Adviser and BDC Partners is a party, as the case may be, and is duly qualified to transact do business as a foreign entity and is in good standing in each jurisdiction in which where the ownership or leasing of its properties or the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that where the failure to be so qualified or be and in good standing would not not, individually or in the aggregate, have a material adverse effect on the condition, financial or otherwise, or on the earnings, business or operations of the Adviser or BDC Partners, as the case may be (an “Adviser/BDC Partners Material Adverse Effect” ). Each of the Adviser and Administrator has no subsidiaries.; (iib) The the Adviser is duly registered with the Commission as an investment adviser under the Advisers Act, Act and is not prohibited by the Advisers Act or Act, the Investment Company Act or the applicable published rules and regulations thereunder from acting under the Investment Advisory Agreement as an investment adviser to for the Company as contemplated by the Registration Statement and the Prospectus, and no order of suspension Prospectus (or revocation of such registration has been issued any amendment or proceedings therefor initiated supplement thereto). There does not exist any proceeding or, to the knowledge Adviser's knowledge, any facts or circumstances the existence of which could lead to any proceeding which might adversely affect the Adviser, threatened by the Commission. (iii) Each of this Agreement and the Company Agreements to which the Adviser or BDC Partners is a party, as the case may be, has been duly authorized by the Adviser and/or BDC Partners, as applicable. Each Company Agreement to which the Adviser or BDC Partners is a party, complies with the applicable provisions of the Securities Act, the Investment Company Act and the Advisers Act. Each Company Agreement to which the Adviser or BDC Partners is a party has been duly executed and delivered by the Adviser or BDC Partners, as applicable and (assuming the due and valid authorization, execution and delivery by the other parties thereto) represents a valid and binding agreement registration of the Adviser or BDC Partners, with the Commission; (c) except as applicable, enforceable against the Adviser or BDC Partners, as applicable, in accordance with its terms, except (a) as rights to indemnity and contribution may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Adviser’s or BDC Partners’ obligations thereunder, as applicable, may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, receivership, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing) whether enforcement is considered in a proceeding in equity or at law, and (b) described in the case of the Investment Advisory AgreementProspectus, with respect to termination under the Investment Company Act or the reasonableness or fairness of compensation payable thereunder. (iv) The execution and delivery by the Adviser and/or BDC Partners, as applicable, of, and the performance by the Adviser and/or BDC Partners, as applicable, of its obligations under, this Agreement and each Company Agreement to which the Adviser or BDC Partners is a party, respectively, does not conflict with or will conflict with, result in, or constitute a violation, breach of, default under, (x) the limited liability company operating agreement of the Adviser and/or BDC Partners, as applicable (y) any agreement, indenture, note, bond, license, lease or other instrument or obligation binding upon the Adviser and/or BDC Partners, as applicable, that is material to the Adviser and/or BDC Partners, as applicable, or (z) any law, rule or regulation applicable to the Adviser and/or BDC Partners, as applicable, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Adviser and/or BDC Partners, whether foreign or domestic; except, with respect to clauses (y) or (z), any contravention which would have neither (i) an Adviser/BDC Partners Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement; provided that no representation or warranty is made with respect to compliance with the laws of any jurisdiction outside of the United States in connection with the offer or sale of the Shares in such jurisdiction by Ladenburg. (v) No consent, approval, authorization, order or permit of, license from, or qualification or registration with any governmental body, agency or authority, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required to be obtained by the Adviser and/or BDC Partners, as applicable, for the performance by the Adviser and/or BDC Partners, as applicable, of its obligations under this Agreement or any Company Agreement to which it is a party, except such as have been obtained and as may be required by (i) the Securities Act, the Investment Company Act, the Advisers Act or the Exchange Act, (ii) the rules and regulations of the FINRA or Nasdaq, (iii) by the securities or “blue sky laws” of the various states and foreign jurisdictions in connection with the offer and sale of the Shares or (iv) such as which the failure to obtain would have neither (i) an Adviser/BDC Partners Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement. (vi) There there are no legal actions, suits, claims, investigations or governmental proceedings pending or threatened or, to the knowledge of the Adviser and BDC Partners, threatened contemplated to which either the Adviser or BDC Partners or any of its members and officers is or would be a party or of which any of its properties is or would be subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, except any such action suit, claim, investigation or proceeding which would not result in a judgment, decree or order either (A) having, individually or in the aggregate, a Material Adverse Effect or (B) preventing the consummation of the transactions contemplated hereby; (d) neither the Adviser nor BDC Partners is in breach or violation of, or in default under (nor has any event occurred which with notice, lapse of time, or both would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or person acting on such holder's behalf), the right to require the repurchase, redemption or repayment of all or part of such indebtedness under) its limited liability company operating agreement or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Adviser and/or or BDC Partners is a party or by which it or its properties may be bound or affected, or under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to which any the Adviser or BDC Partners, and the execution, delivery and performance of this Agreement (and with respect to the Adviser only, the Investment Advisory Agreement and with respect to BDC Partners only, the Administration Agreement) and consummation of the properties transactions contemplated hereby and thereby, will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under), the charter, limited liability company operating agreement or by-laws of the Adviser and/or or BDC Partners or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Adviser or BDC Partners is subject (i) other than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a material adverse effect on party or by which it or its properties may be bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Adviser and/or or BDC Partners; (e) this Agreement has been duly authorized, executed and delivered by the Adviser and BDC Partners, as applicablethe Investment Advisory Agreement has been duly authorized, or on executed and delivered by the power or ability of Adviser, and the Adviser and/or Administration Agreement has been duly authorized, executed and delivered by BDC Partners, as applicable, to perform its obligations under this ; the Investment Advisory Agreement or to consummate and the transactions contemplated by the Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus Administration Agreement constitute valid and are not so described. (vii) Each legally binding agreements of the Adviser and BDC Partners, respectively, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights to indemnification and contribution may be limited by equitable principles of general applicability or by state or federal securities laws or the policies underlying such laws; (f) the description of the Adviser, BDC Partners has all necessary consents, authorizations, approvals, orders (including exemptive orders), licenses, certificates, permits, qualifications and registrations of and from, and has made all declarations and filings with, all governmental authorities, selfthe Sub-regulatory organizations and courts and other tribunals, whether foreign or domestic, to own and use its assets and to conduct its business in the manner described Adviser in the Prospectus, except as amended or supplemented, complied and comply in all material respects with the provisions of the Advisers Act and the applicable published rules and regulations thereunder, and prior to the extent that time of purchase will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the failure to obtain or file statements therein, in the foregoing would light of the circumstances under which they were made, not result in an Adviser/BDC Partners Material Adverse Effect.misleading; (viiig) Each each of the Adviser and BDC Partners has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and by under this Agreement and each Company Agreement to which it is a party. (ix) The Investment Advisory Agreement is in full force and effect and neither the Adviser nor, to the knowledge of the Adviser, any other party to the Investment Advisory Agreement is in default thereunder(and with respect to BDC Partners only, and, no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the Adviser under such document.Administration Agreement); (xh) All subsequent to the respective dates as of which information furnished by the Adviser for use is given in the Registration Statement and the Prospectus, including, without limitation, the description of the Adviser does not contain any untrue statement of a material fact or omit to state any material fact required to and except as may be otherwise stated therein or necessary to make such information not misleading (in the case of the Prospectus, in light of the circumstances under which such information is provided). (xi) There there has not occurred been (A) any material adverse change, or any development reasonably likely to involve involving a prospective material adverse change, in the conditionbusiness, properties, prospects, regulatory environment, management, financial condition or otherwise, or in the earnings, business or results of operations of the Adviser from that set forth in the Prospectusor BDC Partners, and there have been no transactions entered into by the Adviser (B) any transaction which are is material to the Adviser other than those in or BDC Partners or (C) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the ordinary course of its business Adviser or BDC Partners, which is material to the Adviser or BDC Partners, respectively; (i) except as described in the Prospectus. (xii) Neither , each of the Adviser and BDC Partners has all Consents and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule and has obtained all necessary Consents from other persons, in order to conduct its business, except where the failure to obtain such Consents would not, individually or in the aggregate, have a material adverse effect; neither the Adviser nor BDC Partners is in violation of, or in default under, nor has the Adviser or BDC Partners received notice of any proceedings relating to revocation or modification of any such Consent or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Adviser and BDC Partners, except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect; and (j) neither the Adviser, BDC Partners nor any of their affiliatesrespective members, officers, affiliates or controlling persons has taken, directly or indirectly, any action which constitutes or is designed designed, under the Exchange Act, to cause or result in, or which could reasonably be expected to constitute, cause or result in, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. (xiiik) The operations of the Adviser and BDC Partners are and have been conducted at all times in compliance with applicable Money Laundering laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser or BDC Partners with respect to the Money Laundering laws is pending or, to the knowledge of the Adviser or BDC Partners, threatened. (xiv) The Adviser maintains a system of internal controls sufficient to provide reasonable assurance not aware that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s general any executive, key employee or specific authorization and (ii) access to the Company’s assets is permitted only in accordance with its management’s general or specific authorization. (xv) BDC Partners maintains a system significant group of internal accounting controls sufficient to provide reasonable assurance that transactions for which it has bookkeeping and record keeping responsibility for under the Administration Agreement are recorded as necessary to permit preparation employees of the Company’s financial statements in conformity with GAAP and to maintain accountability for the Company’s assets. Any certificate signed by or on behalf of the Adviser or BDC Partners and delivered to Ladenburg or counsel for Ladenburg in connection with this Agreement shall be deemed to be a representation and warranty by , if any, the Adviser or BDC Partners, as applicable, as plans to terminate employment with the matters covered therein Company, the Adviser or BDC Partners or (ii) any such executive or key employee is subject to Ladenburg.any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Adviser;

Representations and Warranties of the Adviser and BDC Partners. The Adviser and BDC Partners, jointly and severally, represent and warrant to Ladenburg as of the date hereof and as of each Representation Date on which a certificate is required to be delivered pursuant to Section 8(p) of this Agreement, as of each Applicable Time and as of each Settlement Date, and agree with Ladenburg, as followsUnderwriters that: (ia) Each of the Adviser and BDC Partners has been duly formed and formed, is validly existing as a limited liability company in good standing under the laws of the State of Connecticut and the State of Delawareas a Delaware limited liability company, respectively, with has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and enter into this Agreement Registration Statement and the Company Agreements to which the Adviser or BDC Partners is a party, as the case may be, Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on such entity. (b) This Agreement has been duly authorized, executed and delivered by each of the conditionAdviser and BDC Partners. (c) The Adviser is registered with the Commission as an investment adviser under the Adviser’s Act and is not prohibited by the Advisers Act, financial the Investment Company Act or otherwisethe applicable published rules and regulations thereunder from acting as an investment adviser for the Company as contemplated by the Prospectus (or any amendment or supplement thereto). To the Adviser’s knowledge, there does not exist any proceeding which would adversely affect the registration of the Adviser with the Commission. (d) The execution and delivery by each of the Adviser and BDC Partners of, and the performance by each of the Adviser and BDC Partners of its respective obligations under, this Agreement will not contravene (i) any provision of the limited liability company operating agreement or other organizational documents of the Adviser or BDC Partners or (ii) any agreement or other instrument binding upon either of the Adviser and BDC Partners except, with respect to clause (ii), for the contravention of such agreements or other binding instruments as would not have a material adverse effect on the earnings, business or operations either of the Adviser or BDC Partners, as the case may be (an “Adviser/BDC Partners Material Adverse Effect” ). Each of the Adviser and Administrator has no subsidiaries. (ii) The Adviser is duly registered as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act from acting under the Investment Advisory Agreement as an investment adviser to the Company as contemplated by the Registration Statement and the Prospectus, and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the knowledge of the Adviser, threatened by the Commission. (iii) Each of this Agreement and the Company Agreements to which the Adviser or BDC Partners is a party, as the case may be, has been duly authorized by the Adviser and/or BDC Partners, as applicable. Each Company Agreement to which the Adviser or BDC Partners is a party, complies with the applicable provisions of the Securities Act, the Investment Company Act and the Advisers Act. Each Company Agreement to which the Adviser or BDC Partners is a party has been duly executed and delivered by the Adviser or BDC Partners, as applicable and (assuming the due and valid authorization, execution and delivery by the other parties thereto) represents a valid and binding agreement of the Adviser or BDC Partners, as applicable, enforceable against the Adviser or BDC Partners, as applicable, in accordance with its terms, except (a) as rights to indemnity and contribution may be limited by federal or state securities laws or principles of public policy and subject to the qualification that the enforceability of the Adviser’s or BDC Partners’ obligations thereunder, as applicable, may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, receivership, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing) whether enforcement is considered in a proceeding in equity or at law, and (b) in the case of the Investment Advisory Agreement, with respect to termination under the Investment Company Act or the reasonableness or fairness of compensation payable thereunder. (iv) The execution and delivery by the Adviser and/or BDC Partners, as applicable, of, and the performance by the Adviser and/or BDC Partners, as applicable, of its obligations under, this Agreement and each Company Agreement to which the Adviser or BDC Partners is a party, respectively, does not conflict with or will conflict with, result in, or constitute a violation, breach of, default under, (x) the limited liability company operating agreement of the Adviser and/or BDC Partners, as applicable (y) any agreement, indenture, note, bond, license, lease or other instrument or obligation binding upon the Adviser and/or BDC Partners, as applicable, that is material to the Adviser and/or BDC Partners, as applicable, or (z) any law, rule or regulation applicable to the Adviser and/or BDC Partners, as applicable, or any judgment, order regulation, order, writ or decree of any governmental body, agency or court having jurisdiction over the Adviser and/or or BDC Partners, whether foreign or domestic; except, with respect to clauses (y) or (z), any contravention which would have neither (i) an Adviser/BDC Partners Material Adverse Effect or (ii) a material adverse effect on the consummation of the transactions contemplated by this Agreement; provided that and no representation or warranty is made with respect to compliance with the laws of any jurisdiction outside of the United States in connection with the offer or sale of the Shares in such jurisdiction by Ladenburg. (v) No consent, approval, authorization, authorization or order or permit of, license from, or qualification or registration with filing with, any governmental body, body or agency or authority, self-regulatory organization or court or other tribunal, whether foreign or domestic, is required to be obtained by the Adviser and/or BDC Partners, as applicable, for the performance by the Adviser and/or or BDC Partners, as applicable, Partners of its respective obligations under this Agreement Agreement. (e) Neither the Adviser nor BDC Partners is (i) in violation of its limited liability company operating agreement or other organizational documents, (ii) in default under (nor has any Company Agreement event occurred which with notice, lapse of time or both would constitute an event of default under) any material provision of any lease, loan agreement, franchise, license, permit or other contract obligation to which it is a party, except to the extent any such as default would not have been obtained and as may be required by (i) the Securities Act, the Investment Company Act, the Advisers Act or the Exchange Act, (ii) the rules and regulations of the FINRA or Nasdaq, (iii) by the securities or “blue sky laws” of the various states and foreign jurisdictions in connection with the offer and sale of the Shares or (iv) such as which the failure to obtain would have neither (i) an Adviser/BDC Partners Material Adverse Effect or (ii) a material adverse effect on the consummation of Adviser or BDC Partners, as the transactions contemplated by this Agreementcase may be. (vif) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the financial condition, business or operations of each of the Adviser and BDC Partners from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement). (g) There are no legal or governmental proceedings pending or, to the knowledge of the Adviser and BDC Partners, threatened threatened, to which either the Adviser and/or or BDC Partners is a party or to which any of the properties of the Adviser and/or or BDC Partners is subject (i) other than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a material adverse effect on the Adviser and/or BDC Partners, as applicable, or on the power or ability of the Adviser and/or BDC Partners, as applicable, to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described. (vii) Each of the Adviser and BDC Partners has all necessary consents, authorizations, approvals, orders (including exemptive orders), licenses, certificates, permits, qualifications and registrations of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and described or any contracts or other tribunals, whether foreign or domestic, documents that are required to own and use its assets and to conduct its business in the manner be described in the Prospectus, except to the extent that the failure to obtain or file the foregoing would not result in an Adviser/BDC Partners Material Adverse Effect. (viii) Each of the Adviser and BDC Partners has the financial resources available to it necessary for the performance of its services and obligations as contemplated in the Prospectus and by this Agreement and each Company Agreement to which it is a party. (ix) The Investment Advisory Agreement is in full force and effect and neither the Adviser nor, to the knowledge of the Adviser, any other party to the Investment Advisory Agreement is in default thereunder, and, no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the Adviser under such document. (x) All information furnished by the Adviser for use in the Registration Statement and or the Prospectus, including, without limitation, the description of the Adviser does not contain any untrue statement of a material fact Prospectus or omit to state any material fact required to be stated therein or necessary to make such information not misleading (in the case of the Prospectus, in light of the circumstances under which such information is provided). (xi) There has not occurred any material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Adviser from that set forth in the Prospectus, and there have been no transactions entered into by the Adviser which are material filed as exhibits to the Adviser other than those in the ordinary course of its business Registration Statement that are not described or filed as described in the Prospectusrequired. (xii) Neither the Adviser nor BDC Partners, nor any of their affiliates, has taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xiii) The operations of the Adviser and BDC Partners are and have been conducted at all times in compliance with applicable Money Laundering laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Adviser or BDC Partners with respect to the Money Laundering laws is pending or, to the knowledge of the Adviser or BDC Partners, threatened. (xiv) The Adviser maintains a system of internal controls sufficient to provide reasonable assurance that (i) transactions effectuated by it under the Investment Advisory Agreement are executed in accordance with its management’s general or specific authorization and (ii) access to the Company’s assets is permitted only in accordance with its management’s general or specific authorization. (xv) BDC Partners maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions for which it has bookkeeping and record keeping responsibility for under the Administration Agreement are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for the Company’s assets. Any certificate signed by or on behalf of the Adviser or BDC Partners and delivered to Ladenburg or counsel for Ladenburg in connection with this Agreement shall be deemed to be a representation and warranty by the Adviser or BDC Partners, as applicable, as to the matters covered therein to Ladenburg.