Common use of Representations, Warranties and Covenants of Broker Clause in Contracts

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the Broker’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violation. (ix) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the Broker’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker Xxxxxx represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the BrokerXxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing DealerIntermediary Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing DealerIntermediary Manager. (vii) The Broker acknowledges that the Managing Dealer Intermediary Manager will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer Intermediary Manager of the nature of the ban or violation. (ix) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the BrokerXxxxxx’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. The Intermediary Manager agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Company) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the Advisor or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker Xxxxxx represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the BrokerXxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing DealerIntermediary Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing DealerCompany. (vii) The Broker acknowledges that the Managing Dealer Intermediary Manager will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer Intermediary Manager of the nature of the ban or violation. (ix) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the BrokerXxxxxx’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”); or (d) applicable FINRA rules. The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Company) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the Advisor or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker Xxxxxx represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the BrokerXxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing DealerIntermediary Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing DealerIntermediary Manager. (vii) The Broker acknowledges that the Managing Dealer Intermediary Manager will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer Intermediary Manager of the nature of the ban or violation. (ix) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the BrokerXxxxxx’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.own

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the Broker’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing DealerDistribution Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, the Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing DealerDistribution Manager. (vii) The Broker acknowledges that the Managing Dealer Distribution Manager will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer Distribution Manager of the nature of the ban or violation. (ix) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the Broker’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations Broker represents and warranties found elsewhere in this Agreementwarrants to, the Broker representsand covenants with, warrants and agrees Wilton Funding that: (ia) It Broker is a corporation duly organized and validly existing and in good standing under the laws of the stateState of Delaware. Broker has full corporate power, commonwealth or authority and legal right to (i) execute, deliver, perform and observe the provisions of this Agreement and all other jurisdiction in instruments provided for herein to which the Broker it is organized. a party and (ii) It is empowered under applicable laws and by carry out the Broker’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under transactions contemplated in this Agreement. (iiib) The execution, delivery, execution and performance delivery of this Agreement, and the consummation by Broker of each of its transactions and obligations contemplated hereby, have been duly and validly authorized by all necessary action of Broker; and this Agreement has been duly executed and delivered by Broker. (c) The execution and delivery of this Agreement, compliance with the incurrence of the obligations set forth herein; provisions hereof, and the consummation of the transactions herein contemplated hereinhave not and will not result in (i) a breach or violation of any taw or government rule or regulation applicable to Broker now in effect, including the issuance and sale any provision of the Sharescertificate of incorporation or bylaws of Broker, will not constitute a breach ofany judgment, order or decree applicable to Broker of any court, arbitrator, administrative agency or other governmental authority, or default under, any agreement or instrument by to which the Broker is bound, a party or to by which any of its assets are subject, them is bound or any order, rule, or regulation applicable to it (ii) the acceleration of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, obligation of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viiid) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20No approval, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreoverauthorization, the Broker represents that neither it nor any of its Covered Associates (i.e.consent, permit or other order or action of, or filing with, any (i) general partner, managing member governmental body is required for the execution and delivery by Broker of this Agreement or executive officer the performance or consummation by Broker of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violationtransactions contemplated hereby. (ixe) The Broker represents that There are no suits or proceedings pending or, to the Broker is acting solely as an agent for its customers with respect to their purchase best knowledge of Broker, threatened in any court or sale of Shares and is not acting for the Broker’s own account. Any transaction before any regulatory commission, board or other feesadministrative agency against or affecting Broker which, including upfront placement fees if adversely determined, would have a material adverse effect on its financial condition or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rulesability to fulfill its obligations hereunder. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker represents, warrants warrants, and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the BrokerXxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil civil, or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell sell, or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violation. (ix) The Broker represents that the Broker (i) is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the Broker’s own account. Any ; (ii) any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules; and (iii) it has disclosed to, and received consent from, its customers to charge any or all transaction fees or commissions it may impose in connection with its clients’ purchases of Shares. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of the Rules set forth in the FINRA Manual, Exchange Act Rule 15l-1 (“Regulation Best Interest”); or (d) applicable FINRA rules. The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, the Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Company) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the Advisor or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition Broker hereby represents, warrants and covenants as follows as of the date of the acceptance of this Agreement and on each date it submits information to the representations Website regarding proposed Executions: (a) Broker is authorized by one or more Participants to bind such Participant to Transactions at prices and warranties found elsewhere quantities, and upon terms and conditions, available on the Website and Executed by the Broker. Broker shall access and utilize the Website solely to Execute on behalf of Participants who have agreed to be bound, in a manner determined by Broker, by the products, prices, quantities, terms and conditions selected by Broker. (b) Broker warrants that it has all the necessary power and authority to execute and perform this Agreement and this Agreement is its legal, valid and binding agreement, enforceable against Broker in accordance with its terms. Broker intends, by each Execution, to effect a legally binding Transaction between Enron and a Participant (who shall, following Execution and acceptance or confirmation of such Execution by Enron, become a Counterparty). (c) Broker shall use the Website only in compliance with terms and conditions of this Agreement, any procedures established by Enron with respect to the access and utilization of the Website and any other terms and conditions specified, posted or published on the Website (including the Legal and Privacy Statement) from time to time, including any changes thereto made from time to time; provided, however, in the event of a conflict between any terms and conditions specified, posted or published to the Website and this Agreement, the terms and conditions of this Agreement shall control. Broker’s use of the Website to Execute Transactions constitutes acceptance of any such changes posted to or provided on the Website at the time of any such Execution. Broker represents, warrants has reviewed and understands the procedures established by Enron with respect to Execution of Transactions and agrees that: (i) It is duly organized to comply with such procedures and existing and in good standing under with any changed or amended procedures established by Enron that are specified, posted or published on the laws Website at the time of the state, commonwealth or other jurisdiction in which the Broker is organizedany Execution. (iid) It is empowered under applicable laws and by the Broker’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding Except with respect to Shares offered hereunder against the Broker or its principalsauthorized communications with Participants and Counterparties, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Broker will not offersell, sell lease, store, retransmit, redistribute or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has madeprovide, directly or indirectly, any contributions that portion of the content of the Website to any third party. However, nothing in this Agreement shall prohibit the Broker from engaging in solicitation activities selling, leasing, storing, retransmitting, redistributing or providing, directly or indirectly, any information regarding the confirmed trades or trading history of those Participants for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither which it nor brokers transactions, if such information has been aggregated anonymously with other similar information and if the Participant and its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice counterparty to the Managing Dealer of the nature of the ban or violation. (ix) The transactions have previously authorized Broker represents to use such information as suggested in this sentence. Broker acknowledges that the Broker is acting solely as an agent for Website and all of its customers with respect to their purchase or sale elements, data, software and content are the exclusive and legally protected property of Shares Enron, and is not acting for the Broker’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, any Participant nor any person associated with Counterparty shall have any right to copy, modify, use, disseminate and otherwise exercise control over the Broker, shall offer Website or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described elements, data, software and content comprising the Website, except as specifically granted in this Agreement. Broker agrees that it will not take any action contrary to the valid proprietary rights of Enron in the Prospectus, including minimum income Website and net worth standards; (b) applicable laws of the jurisdiction of which Broker shall comply with reasonable requests made by Enron to protect such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rulesrights. In the case of sales to fiduciary accounts, the suitability standards must be met by the person Broker shall not permit persons who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that are not the Broker, or a person associated who are not employees, officers or directors of Broker, to use the user ID or Password to access the Website for any purpose. (e) This Agreement does not obligate Enron to provide access to the Website to Broker or to permit Broker to Execute using the Website. Enron may impose such other conditions upon access and trading activities as it deems commercially necessary and reasonable, such as credit requirements and minimum experience requirements. Enron may, in its sole discretion, with or without notice to the Broker, Participant or Counterparty, but acting in a commercially reasonable manner, temporarily or permanently cease to provide the Website or suspend, terminate or restrict Broker’s access to and utilization of the Website. If Enron permanently terminates Broker’s access to the Website at a time when Broker is not in default under this Agreement, or if Broker is unable to access the area of the Website reserved for the submittal of Offers (as defined below) for a period of at least three (3) consecutive business days, other than as a result of Broker’s own actions or fault, then (i) Broker may terminate this Agreement and Enron will make every reasonable effort refund a pro rata portion of the Access Fee provided for in the Fee Agreement, to determine the suitability extent that any portion of the Access Fee already paid to Enron is for a period extending beyond the termination date of this Agreement. For purposes of the preceding sentence, a “business day” shall mean a consecutive twenty-four (24) hour period, beginning at 12:00 am (CST) and appropriateness of an investment in Shares of each proposed investor ending at 11:59 pm (CST) on the same day, during which information for the Commodities available to Broker is available on the Website. Broker shall supply Enron with all information reasonably requested by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Enron concerning Broker, whether such documents Participants and records relate Counterparties and their access to accounts and utilization of the Website (including, without limitation, the ISP addresses from which Broker will access the Website). Broker acknowledges that Enron may monitor its access to and utilization of the Website for Enron’s own purposes, and not for the benefit of Broker or any Participant or Counterparty, and that the resultant information may be utilized by Enron for any lawful purpose without any obligation to Broker, or any Participant or Counterparty. (f) Neither the execution of nor performance under this Agreement by Broker violates any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Broker. Broker shall comply with any and all laws, rules, regulations or orders applicable to Broker, Broker’s access to and use of the Website and Broker’s activities with respect to Participants and Counterparties. Broker possesses all applicable approvals, if any, or qualifies for applicable exemptions, if any, from the requirements to obtain approvals, under all laws and regulations applicable to Broker’s activities using the Website that are authorized by this Agreement. (g) Broker agrees that this Agreement and any Executions using the Website will be deemed to be legally binding, to have been closedmade “in writing” and to have been “signed” for all purposes and that any electronic or other record of any such agreement or communication and of any Execution or Transaction will be deemed to be in “writing”, accounts which are currently valid and authentic for all purposes. Broker will not contest the legally binding nature, validity or enforceability of this Agreement or any Execution or Transaction completed using the Website based on the fact that it has been effected by “clicking” on the designated spaces and expressly waives any and all rights it may have to assert any such defense or claim. (h) The Website may provide links to and may post information obtained from certain internet sites sponsored and maintained by third parties. Enron is providing access to such links and such information through the Website solely as a convenience to Broker. Enron makes no representations or accounts hereafter establishedwarranties concerning the content of such sites, or the accuracy of information obtained therefrom. The fact that access to such sites is provided within the Website does not constitute any endorsement, authorization or sponsorship of such sites by Enron, and such sponsors do not endorse, authorize or sponsor the Website. Broker understands and agrees that it will use or rely on such sites and information solely at its own risk and that Enron does not grant Broker any rights in respect of such sites or information. (i) BROKER ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT (i) ENRON MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, TO ANY BROKER, PARTICIPANT OR COUNTERPARTY AS TO THE WEBSITE, THE INFORMATION POSTED THEREON, OR THE RESULTS OF BROKER’S USE OF THE WEBSITE, AND (ii) THE WEBSITE AND ALL INFORMATION THEREON IS PROVIDED BY ENRON ON AN “AS IS” BASIS FOR USE BY BROKER AT BROKER’S SOLE RISK. ENRON EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF USEFULNESS, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE WEBSITE OR INFORMATION PROVIDED THEREON.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker Xxxxxx represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the BrokerXxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It will promptly investigate material incidents of unauthorized access to or loss of client data maintained by the Broker (“Data Breach”) and, unless prohibited by applicable law or if it would compromise the Broker’s investigation, notify the Managing Dealer as soon as reasonably practicable after becoming aware of any Data Breach. (vi) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vivii) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (viiviii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viiiix) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) any general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violation. (ixx) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the Broker’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (xxi) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. The Broker agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Fund) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the persons responsible for directing and managing the Fund and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker Xxxxxx represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the BrokerXxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violation. (ix) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the BrokerXxxxxx’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. The Managing Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Company) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the BCSF Advisors, LP (the “Advisor”) or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker Xxxxxx represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the BrokerXxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violation. (ix) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the BrokerXxxxxx’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. The Managing Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Company) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the HPS Advisors, LLC (the “Advisor”) or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition Broker hereby represents, warrants and covenants as follows as of the date of the acceptance of this Agreement and on each date it submits information to the representations Website regarding proposed Executions: (a) Broker is authorized by one or more Participants to bind such Participant to Transactions at prices and warranties found elsewhere quantities, and upon terms and conditions, available on the Website and Executed by the Broker. Broker shall access and utilize the Website solely to Execute on behalf of Participants who have agreed to be bound by the products, prices, quantities, terms and conditions selected by Broker. (b) Broker warrants that it has all the necessary power and authority to execute and perform this Agreement and this Agreement is its legal, valid and binding agreement, enforceable against Broker in accordance with its terms. Broker intends, by each Execution, to effect a legally binding Transaction between Enron and a Participant (who shall, following Execution and acceptance or confirmation of such Execution by Enron, become a Counterparty). (c) Brokers shall use the Website only in compliance with terms and conditions of this Agreement, any procedures established by Enron with respect to the access and utilization of the Website and any other terms and conditions specified, posted or published on the Website (including the Legal and Privacy Statement) from time to time, including any changes thereto made from time to time; provided, however, in the event of a conflict between any terms and conditions specified, posted or published to the Website and this Agreement, the terms and conditions of this Agreement shall control. Broker’s use of the Website to Execute Transactions constitutes acceptance of any such changes posted to or provided on the Website at the time of any such Execution. Broker represents, warrants has reviewed and understands the procedures established by Enron with respect to Execution of Transactions and agrees that: (i) It is duly organized to comply with such procedures and existing and in good standing under with any changed or amended procedures established by Enron that are specified, posted or published on the laws Website at the time of the state, commonwealth or other jurisdiction in which the Broker is organizedany Execution. (iid) It is empowered under applicable laws and by the Broker’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding Except with respect to Shares offered hereunder against the Broker or its principalsauthorized communications with Participants and Counterparties, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Broker will not offersell, sell lease, store, retransmit, redistribute or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has madeprovide, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer portion of the nature content of the ban or violation. (ix) The Website to any third party. Broker represents acknowledges that the Broker is acting solely Website and all of its elements, data, software and content are the exclusive and legally protected property of Enron, and, except as an agent for its customers with respect to their purchase specifically authorized within this Agreement or sale of Shares and is not acting for on the Broker’s own account. Any transaction or other feesWebsite, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, any Participant nor any person associated with Counterparty shall have any right to copy, modify, use, disseminate and otherwise exercise control over the Broker, shall offer Website or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described elements, data, software and content comprising the Website. Broker agrees to not challenge or take any action contrary to the proprietary rights of Enron in the Prospectus, including minimum income Website and net worth standards; (b) applicable laws of the jurisdiction of which Broker shall comply with reasonable requests made by Enron to protect such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rulesrights. In the case of sales to fiduciary accounts, the suitability standards must be met by the person Broker shall not permit persons who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that are not the Broker, or a person associated with the who are not employees, officers or directors of Broker, will make every reasonable effort to determine use the suitability and appropriateness of an investment in Shares of each proposed investor user ID or Password to access the Website for any purpose. (e) Broker shall supply Enron with all information reasonably requested by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Enron concerning Broker, whether such documents Participants and records relate Counterparties and their access to accounts and utilization of the Website (including, without limitation, the ISP addresses from which Broker will access the Website). Broker acknowledges that Enron may monitor its access to and utilization of the Website for Enron’s own purposes, and not for the benefit of Broker or any Participant or Counterparty, and that the resultant information may be utilized by Enron for any lawful purpose without any obligation to Broker, or any Participant or Counterparty, subject to the provisions of clause 6(a), as applicable. (f) Neither the execution of nor performance under this Agreement by Broker violates any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Broker. Broker shall comply with any and all laws, rules, regulations or orders applicable to Broker, Broker’s access to and use of the Website and Broker’s activities with respect to Participants and Counterparties. Broker possesses all approvals, or qualifies for applicable exemptions from the requirements to obtain approvals, under all laws and regulations applicable to Broker’s activities using the Website that are authorized by this Agreement. (g) Broker agrees that this Agreement and any communications conducted through the Website will be deemed to be legally binding, to have been closedmade “in writing” and to have been “signed” for all purposes and that any electronic or other record of any such agreement or communication and of any Execution or Transaction will be deemed to be in “writing”, accounts which are currently valid and authentic for all purposes. Broker will not contest the legally binding nature, validity or enforceability of this Agreement or any Execution or Transaction completed using the Website based on the fact that it has been effected by “clicking” on the designated spaces and expressly waives any and all rights it may have to assert any such defense or claim. (h) The Website may provide links to and may post information obtained from certain internet sites sponsored and maintained by third parties. Enron is providing access to such links and such information through the Website solely as a convenience to Broker. Enron makes no representations or accounts hereafter establishedwarranties concerning the content of such sites, or the accuracy of information obtained therefrom. The fact that access to such sites is provided within the Website does not constitute any endorsement, authorization or sponsorship of such sites by Enron, and such sponsors do not endorse, authorize or sponsor the Website. Broker understands and agrees that it will use or rely on such sites and information solely at its own risk and that Enron does not grant Broker any rights in respect of such sites or information.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker Bxxxxx represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the BrokerBxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violation. (ix) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the BrokerBxxxxx’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. The Managing Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Company) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the BCSF Advisors, LP (the “Advisor”) or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker Bxxxxx represents, warrants and agrees that: (i) : · It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) . · It is empowered under applicable laws and by the BrokerBxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) . · The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) . · All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) . · It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The . · Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The . · Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The . · Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violation. (ix) The Broker . · Bxxxxx represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the BrokerBxxxxx’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The . · Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. The Managing Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Company) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the [NAME OF FUND ADVISOR] (the “Advisor”) or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker Xxxxxx represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the BrokerXxxxxx’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Neither Brokers, nor any person acting on their behalf, will, without written consent in advance by the Company, (i) offer or sell the Shares by any form of general solicitation or general advertising, including, without limitation, the methods described in Rule 502(c) of Regulation D promulgated under the Securities Act, or (ii) take any action, directly or indirectly, so as to cause the transactions contemplated by this Agreement to fail to qualify for the exemption under Section 4(a)(2) of the Securities Act. (viii) Broker acknowledges that it understands that the Company is relying on Section 506 of Regulation D under the Securities Act. In furtherance of the foregoing, Broker represents and warrants to the Managing Dealer that neither it, nor any of its general partners or managing members (if any), nor any of its directors, executive officers or other officers participating in the offering of the Company, nor any employee or agent of Broker that shall receive remuneration (directly or indirectly) for the provision of services under this Agreement, nor any other person construed as a “covered person” pursuant to Rule 506 of Regulation D (each, a “Covered Person”) is the subject of any of the acts enumerated in Rule 506(d)(i) through (viii) thereof (each, a “Disqualifying Event”). Xxxxxx will immediately notify the Managing Dealer if it becomes aware of any Covered Person who is or becomes the subject of a Disqualifying Event. (ix) Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viiix) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violation. (ixxi) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the BrokerXxxxxx’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus Offering Memorandum and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Broker. In addition to the representations and warranties found elsewhere in this Agreement, the Broker represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which the Broker is organized. (ii) It is empowered under applicable laws and by the Broker’s organizational documents to enter into this Agreement and perform all activities and services of the Broker provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting the Broker’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which the Broker is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize the Broker to enter into and perform this Agreement. (v) It shall notify the Managing Dealer, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against the Broker or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Broker, within the meaning of Section 15 of the Securities Act. (vi) The Except for those jurisdictions listed on Schedule III hereto, Broker will not offer, sell or distribute Shares, or otherwise make any such Shares available, in any jurisdiction outside of the United States or United States territories unless the Broker receives prior written consent from the Managing Dealer. (vii) The Broker acknowledges that the Managing Dealer will enter into similar agreements with other broker-dealers, which does not require the consent of the Broker. (viii) The Broker represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (“Rule 2030”). The Broker represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, the Broker represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of the Broker, as well as any person with a similar status or function, (ii) any associated person of the Broker who engages in distribution or solicitation activities with a government entity, (iii) any associated person of the Broker who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by the Broker or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit the Broker from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). The Broker hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If the Broker breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Managing Dealer of the nature of the ban or violation. (ix) The Broker represents that the Broker is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for the Broker’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by the Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) The Broker further represents, warrants and covenants that neither the Broker, nor any person associated with the Broker, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. The Managing Dealer agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, Broker, or a person associated with the Broker, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Company) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Broker, or person associated with the Broker, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the HPS Investment Partners, LLC (the “Advisor”) or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Broker further represents, warrants and covenants that the Broker, or a person associated with the Broker, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Broker, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.