Common use of Representations, Warranties and Covenants of the Adviser Clause in Contracts

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and the BDC (as applicable) as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration; (b) The Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to carry on its duties and obligations hereunder; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV; (e) The Adviser has duly entered into the Advisory Agreement and this Agreement; (f) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 of the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 of the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (or summaries of the reports) required to be made to the Adviser by Rule 17j-1(c)(1) of the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the BDC, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a business development company; (g) In connection with the services provided under the Advisory Agreement, the Adviser shall comply with all requirements applicable to the investment adviser of a business development company like the BDC, including the Advisers Act and the 1940 Act, in all material respects. The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the U.S. Commodity Exchange Act, as amended (the “CEA”) and the regulations promulgated thereunder; (h) There are no material arrangements (contractual or otherwise) with respect to the relationship between the Adviser and the BDC other than those set forth in the Advisory Agreement and Registration Statement. Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser or the creation of any arrangements noted above (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser; (i) The Adviser is a “qualified eligible person” as that term is defined in Commodity Futures Trading Commission (“CFTC”) Rule 4.7, and the Adviser consents to being treated as an exempt account under CFTC Rule 4.7; (j) The Adviser is an “eligible contract participant” as defined in Section 1(A)(18) of the CEA and in CFTC Rule 1.3(m); (k) The Adviser has reviewed the registration requirements of the CEA and the rules thereunder and is not required to register as a commodity pool operator because any pools operated by the Adviser meet the requirements for relief under CFTC Letter No. 12-40 (No-Action Relief from the Commodity Pool Operator Registration Requirement for Commodity Pool Operators of Certain Pooled Investment Vehicles Organized as Business Development Companies). The Adviser is also exempt from CFTC registration requirements as a commodity trading adviser because it qualifies for the relief available under CEA Section 4(m)(1).

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and the BDC (as applicable) as follows: (a) The Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration; (b) The Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware Maryland with the power to own and possess its assets and carry on its duties and obligations hereunderbusiness as it is now being conducted; (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser; (d) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV; (e) The Adviser has duly entered into the Advisory Agreement and this Agreement; (f) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 204A-1 of the 1940 Advisers Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 of the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (or summaries of the reports) required to be made to the Adviser by Rule 17j-1(c)(1) of the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the BDC, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a business development company; (g) In connection with the services provided under the Advisory Agreement, the The Adviser shall seek to comply with all requirements applicable to the investment adviser of a business development company like the BDC, including BDC under the Advisers Act and the 1940 Act, Act in all material respects. The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the U.S. Commodity Exchange Act, as amended (the “CEA”) and the regulations promulgated thereunder;; and (h) There are no material arrangements (contractual or otherwise) with respect to the relationship between the Adviser and the BDC other than those set forth in the Advisory Agreement and Registration Statement. Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser or the creation of any arrangements noted above (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser; (i) The Adviser is a “qualified eligible person” as that term is defined in Commodity Futures Trading Commission (“CFTC”) Rule 4.7, and the Adviser consents to being treated as an exempt account under CFTC Rule 4.7; (j) The Adviser is an “eligible contract participant” as defined in Section 1(A)(18) of the CEA and in CFTC Rule 1.3(m); (k) The Adviser has reviewed the registration requirements of the CEA and the rules thereunder and is not required to register as a commodity pool operator because any pools operated by the Adviser meet the requirements for relief under CFTC Letter No. 12-40 (No-Action Relief from the Commodity Pool Operator Registration Requirement for Commodity Pool Operators of Certain Pooled Investment Vehicles Organized as Business Development Companies). The Adviser is also exempt from CFTC registration requirements as a commodity trading adviser because it qualifies for the relief available under CEA Section 4(m)(1).

Representations, Warranties and Covenants of the Adviser. The Adviser represents, warrants and covenants to the Sub-Adviser and the BDC (as applicable) Company as follows: (a) The Adviser is will be registered as an investment adviser under the Advisers Act as of the date the Company commences investment operations and shall maintain such registration;registration during the term of this Agreement. (b) The Adviser is a an exempted limited liability company duly organized and validly existing under the laws of the State of Delaware Bermuda with the power to own and possess its assets and carry on its duties and obligations hereunder;business as it is now being conducted. (c) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, other than such action or filing as may be required under the 1940 Act or the Advisers Act, other than such action or filing as has been taken or made, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;, in each case that would have a material adverse effect on the financial condition of the Adviser or the Adviser’s ability to perform its obligations under this Agreement. (d) The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC, with the exception of Form ADV Part 2B, which is not filed with the SEC, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly upon reasonable written request provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV;. (e) The Adviser has duly entered into the Advisory Agreement and pursuant to which the Company authorized the Adviser to enter into this Agreement;. (f) Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent of the Sub-Adviser, which consent should not be unreasonably withheld; provided, that nothing in this Section 5(f) shall be construed to limit the authority of the Board of Trustees or stockholders of the Company to terminate the Advisory Agreement. (g) The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 of under the 1940 Act and will provide the Sub-Adviser with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, a duly authorized officer of the Adviser shall certify to the Sub-Adviser that the Adviser has complied with the requirements of Rule 17j-1 of under the 1940 Act during the previous quarter and that there have been no material violations of the Adviser’s code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Sub-Adviser, the Adviser shall permit representatives of the Sub-Adviser to examine the reports (or summaries of the reports) required to be made to the Adviser by Rule 17j-1(c)(1) of under the 1940 Act and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall: (x) be made during normal business hours and with the least amount of interference with the Adviser’s business and operations as reasonably practicable; and (y) be conducted at the sole expense of the Sub-Adviser or the BDCCompany, as applicable. For the avoidance of doubt and except as otherwise expressly provided herein, the Sub-Adviser shall not have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Adviser, except as required under this Agreement and by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a business development company;non-diversified, closed-end management investment company regulated under the 1940 Act. (gh) In The Adviser (i) has reviewed the Sub-Adviser’s allocation policy and procedures, (ii) understands that investment opportunities will be allocated among the Company and other clients of the Sub-Adviser in accordance with such policy and procedures, and (iii) consents to the Sub-Adviser’s use of such policy and procedures in connection with the services provided under performance of the Advisory Agreement, the Adviser shall comply with all requirements applicable to the investment adviser of a business development company like the BDC, including the Advisers Act and the 1940 Act, in all material respects. Sub-Adviser’s duties hereunder. (i) The Adviser shall provide to the Sub-Adviser all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act, the Advisers Act, the U.S. Commodity Exchange Act, as amended (the “CEA”) CEA and the regulations promulgated thereunder; (h) There are no material arrangements (contractual or otherwise) with respect , to the relationship between extent applicable at the Adviser and the BDC other than those set forth in the Advisory Agreement and Registration Statement. Except as otherwise provided in Section 3(c), any proposed amendment, waiver or modification of the Advisory Agreement by the Adviser or the creation of any arrangements noted above (whether or not economic in nature), the effect of which may adversely affect the Sub-Adviser, shall not be made to the Advisory Agreement without the prior written consent cost of the Sub-Adviser; (i) The Adviser is a “qualified eligible person” or the Company, as that term is defined in Commodity Futures Trading Commission (“CFTC”) Rule 4.7, and the Adviser consents to being treated as an exempt account under CFTC Rule 4.7;applicable. (j) The Adviser is an “eligible contract participant” as defined in Section 1(A)(18) of shall use commercially reasonable efforts to resolve any issue that arises with respect to any domestic or foreign regulatory entity that would reasonably have a material adverse effect on the CEA and in CFTC Rule 1.3(m); (k) The Adviser has reviewed Company, the registration requirements of Sub-Adviser, this Agreement or the CEA Advisory Agreement, and the rules thereunder Adviser shall provide prompt written notice to the Company and is not required to register as a commodity pool operator because any pools operated by the Sub-Adviser meet in the requirements for relief under CFTC Letter No. 12-40 (No-Action Relief from the Commodity Pool Operator Registration Requirement for Commodity Pool Operators of Certain Pooled Investment Vehicles Organized as Business Development Companies). The Adviser is also exempt from CFTC registration requirements as a commodity trading adviser because it qualifies for the relief available under CEA Section 4(m)(1)event that such an issue shall arise.