Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor hereby represents and warrants to, and covenants with, the Fund as follows: (a) the Advisor is registered as an investment adviser under the Advisers Act as of the effective date of this Agreement and shall maintain such registration so long as this Agreement remains in effect; (b) the Advisor is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted; (c) the execution, delivery and performance by the Advisor of this Agreement are within the Advisor’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 Advisor for the execution, delivery and performance by the Advisor of this Agreement, and the execution, delivery and performance by the Advisor of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) the Advisor has provided the Board of Directors of the Fund with a complete copy of its Form ADV, including Part 2A thereof, and will make available electronically to the Board any updated or amended version of its Form ADV promptly upon making any material changes to the Form ADV; (e) the Advisor will maintain a written code of ethics (the “Code of Ethics”) that complies with the requirements of Rule 17j-1 under the 1940 Act (“Rule 17j-1”), a copy of which will be provided to the Fund, and will institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1) from violating its Code of Ethics. The Advisor will follow such Code of Ethics in performing its services under this Agreement. Upon written request, the Advisor also will certify quarterly to the Fund that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Advisor has done to seek to ensure such compliance in the future. Annually, the Advisor will furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Code of Ethics to the Fund. The Advisor shall notify the Fund promptly of any material violation of the Code of Ethics involving the Fund. The Advisor will provide such additional information regarding violations of the Code of Ethics affecting the Fund as the Chief Compliance Officer of the Fund may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from such a violation of the Code of Ethics. Further, the Advisor represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Advisor and its employees; (f) the Advisor, upon written request, will provide the Fund with such information as necessary to ensure solely with respect to information relating to the Advisor: (i) the Fund’s registration statement on Form N-2, to be filed with the SEC, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Fund’s prospectus, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (g) in the performance of its duties under this Agreement, the Advisor shall at all times materially conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act, the Advisers Act, and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions of this Agreement and the Fund’s Certificate of Incorporation, as such documents are amended from time to time and provided in writing to the Advisor; (iv) the then current investment objectives and policies of the Fund as set forth in its Registration Statement on Form N-2; and (v) any other policies and determinations of the Board of Directors of the Fund provided in writing to the Advisor; (h) the Advisor has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act and has adopted written policies and procedures reasonably designed to prevent violations of the Advisers Act. Upon written request, the Advisor will timely provide to the Fund an annual certification from the Advisor’s Chief Compliance Officer with respect to the design and operation of the Advisor’s compliance program, in a format reasonably requested by the Fund. The Advisor shall cooperate with the Fund in any regulatory investigation, examination, or inspection of the Fund or of the Advisor with respect to the Fund or relating to the provision of services to the Fund under this Agreement; (i) the Advisor shall maintain business continuity, disaster recovery and backup capabilities and facilities intended to allow the Advisor to perform its obligations hereunder with minimal disruption or delays; (j) the Advisor shall place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation and to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Allocated Assets and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor to the Allocated Assets and its other clients and that the total commissions paid by the Allocated Assets will be reasonable in relation to the benefits to the Fund over the long-term. In no instance, however, will the Allocated Assets be purchased from or sold to or through any first- or second-tier affiliate of the Fund, except to the extent permitted by Section 17(a) and Section 17(e) of the 1940 Act and the rules thereunder or otherwise permitted by the SEC or by applicable law; (k) in connection with any purchase or sale of securities for the Allocated Assets, the Advisor will arrange for the transmission to the Custodian on a daily basis such confirmations, trade tickets, and other documents and information, including without limitation CUSIP, Sedol, or other numbers that identify the securities to be purchased or sold on behalf of the Fund, as may be reasonably necessary for the Custodian and its affiliates to perform their custodial, administrative and recordkeeping responsibilities with respect to the Fund. With respect to securities to be settled through the Custodian, the Advisor will arrange for the prompt transmission of the confirmation of such trades to the Custodian. The parties acknowledge that the Advisor is not the custodian of the Allocated Assets and will not take possession or custody of such assets; and (l) the Advisor shall maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. When the Advisor makes investment recommendations for the Allocated Assets, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Allocated Assets are customers of the commercial department of its affiliates.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor hereby represents and warrants to, to and covenants withwith the Company (which representations, warranties and covenants shall survive the Fund as followsend of the expiry of the Term or early termination of this Agreement) that: (a) the Advisor is registered as an investment adviser under the Advisers Act as of the effective date of this Agreement not a U.S. Person and shall maintain such registration so long as this Agreement remains is a resident in effectCanada; (b) the Advisor is a limited liability company duly organized and validly existing under not acquiring the laws of Compensation Shares for the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conductedaccount or benefit of, directly or indirectly, any U.S. Person; (c) the execution, delivery and performance by sale of the Compensation Shares to the Advisor of as contemplated in this Agreement are within complies with or is exempt from the Advisor’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 applicable securities legislation of the Advisor for the execution, delivery and performance by the Advisor jurisdiction of this Agreement, and the execution, delivery and performance by the Advisor residence of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) the Advisor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has provided the Board of Directors no intention to distribute either directly or indirectly any of the Fund with a complete copy of its Form ADV, including Part 2A thereof, and will make available electronically Compensation Shares in the United States or to the Board any updated or amended version of its Form ADV promptly upon making any material changes to the Form ADVU.S. Persons; (e) the Advisor will maintain a written code of ethics (is outside the “Code of Ethics”) that complies with United States when receiving and executing this Agreement and is acquiring the requirements of Rule 17j-1 under Compensation Shares as principal for the 1940 Act (“Rule 17j-1”)Advisor’s own account, a copy of which will be provided to the Fundfor investment purposes only, and will institute procedures reasonably necessary to prevent any Access Person (as defined not with a view to, or for, resale, distribution or fractionalisation thereof, in Rule 17j-1) from violating its Code of Ethics. The Advisor will follow whole or in part, and no other person has a direct or indirect beneficial interest in such Code of Ethics in performing its services under this Agreement. Upon written request, the Advisor also will certify quarterly to the Fund that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Advisor has done to seek to ensure such compliance in the future. Annually, the Advisor will furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Code of Ethics to the Fund. The Advisor shall notify the Fund promptly of any material violation of the Code of Ethics involving the Fund. The Advisor will provide such additional information regarding violations of the Code of Ethics affecting the Fund as the Chief Compliance Officer of the Fund may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from such a violation of the Code of Ethics. Further, the Advisor represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Advisor and its employeesCompensation Shares; (f) the Advisor, upon written request, will provide entering into of this Agreement and the Fund with such information as transactions contemplated hereby have been duly authorized by all necessary to ensure solely with respect to information relating to corporate action on the part of the Advisor: (i) the Fund’s registration statement on Form N-2, to be filed with the SEC, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Fund’s prospectus, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (g) in the performance of its duties under this Agreement, the Advisor shall at all times materially conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act, the Advisers Act, and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions entering into of this Agreement and the Fund’s Certificate transactions contemplated thereby will not result in the violation of Incorporation, as such documents are amended from time to time any of the terms and provided in writing provisions CW907648.1 of any law applicable to the Advisor; (iv) , or of any agreement, written or oral, to which the then current investment objectives and policies of Advisor may be a party or by which the Fund as set forth in its Registration Statement on Form N-2; and (v) any other policies and determinations of the Board of Directors of the Fund provided in writing to the AdvisorAdvisor is or may be bound; (h) the Advisor has appointed duly executed and delivered this Agreement and it constitutes a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act valid and has adopted written policies and procedures reasonably designed to prevent violations of the Advisers Act. Upon written request, the Advisor will timely provide to the Fund an annual certification from the Advisor’s Chief Compliance Officer with respect to the design and operation of the Advisor’s compliance program, in a format reasonably requested by the Fund. The Advisor shall cooperate with the Fund in any regulatory investigation, examination, or inspection of the Fund or binding agreement of the Advisor enforceable against the Advisor in accordance with respect to the Fund or relating to the provision of services to the Fund under this Agreementits terms; (i) the Advisor shall maintain has the requisite knowledge and experience in financial and business continuity, disaster recovery matters as to be capable of evaluating the merits and backup capabilities risks of the prospective investment in the Compensation Shares and facilities intended to allow the Advisor to perform its obligations hereunder with minimal disruption or delaysCompany; (j) the Advisor shall place orders either directly with is not an underwriter of, or dealer in, the issuer common shares of the Company, nor is the Advisor participating, pursuant to a contractual agreement or with any broker or dealer. Subject to the other provisions of this paragraphotherwise, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill distribution of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation and to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Allocated Assets and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor to the Allocated Assets and its other clients and that the total commissions paid by the Allocated Assets will be reasonable in relation to the benefits to the Fund over the long-term. In no instance, however, will the Allocated Assets be purchased from or sold to or through any first- or second-tier affiliate of the Fund, except to the extent permitted by Section 17(a) and Section 17(e) of the 1940 Act and the rules thereunder or otherwise permitted by the SEC or by applicable lawCompensation Shares; (k) in connection with any purchase or sale of securities for the Allocated Assets, the Advisor will arrange for the transmission to the Custodian on a daily basis such confirmations, trade tickets, and other documents and information, including without limitation CUSIP, Sedol, or other numbers that identify the securities to be purchased or sold on behalf of the Fund, as may be reasonably necessary for the Custodian and its affiliates to perform their custodial, administrative and recordkeeping responsibilities with respect to the Fund. With respect to securities to be settled through the Custodian, the Advisor will arrange for the prompt transmission of the confirmation of such trades to the Custodian. The parties acknowledge that the Advisor is not aware of any advertisement of pertaining to the custodian Company or any of the Allocated Assets and will not take possession or custody of such assetsCompensation Shares; and (l) no person has made to the Advisor shall maintain a policy and practice of conducting its investment advisory services hereunder independently any written or oral representations: (i) that any person will resell or repurchase any of the commercial banking operations Compensation Shares; (ii) that any person will refund the purchase price of its affiliates. When the Advisor makes investment recommendations for the Allocated Assets, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Allocated Assets are customers any of the commercial department Compensation Shares; (iii) as to the future price or value of its affiliatesany of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADVISOR. The Advisor hereby represents and warrants to, to and covenants withwith the Company (which representations, warranties and covenants shall survive the Fund as followsend of the expiry of the Term or early termination of this Agreement) that: (a) the Advisor is registered as an investment adviser under the Advisers Act as of the effective date of this Agreement not a U.S. Person and shall maintain such registration so long as this Agreement remains is a resident in effectCanada; (b) the Advisor is a limited liability company duly organized and validly existing under not acquiring the laws of Compensation Shares for the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conductedaccount or benefit of, directly or indirectly, any U.S. Person; (c) the execution, delivery and performance by sale of the Compensation Shares to the Advisor of as contemplated in this Agreement are within complies with or is exempt from the Advisor’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 applicable securities legislation of the Advisor for the execution, delivery and performance by the Advisor jurisdiction of this Agreement, and the execution, delivery and performance by the Advisor residence of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisor’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Advisor; (d) the Advisor is acquiring the Compensation Shares for investment only and not with a view to resale or distribution and, in particular, it has provided the Board of Directors no intention to distribute either directly or indirectly any of the Fund with a complete copy of its Form ADV, including Part 2A thereof, and will make available electronically Compensation Shares in the United States or to the Board any updated or amended version of its Form ADV promptly upon making any material changes to the Form ADVU.S. Persons; (e) the Advisor will maintain a written code of ethics (is outside the “Code of Ethics”) that complies with United States when receiving and executing this Agreement and is acquiring the requirements of Rule 17j-1 under Compensation Shares as principal for the 1940 Act (“Rule 17j-1”)Advisor’s own account, a copy of which will be provided to the Fundfor investment purposes only, and will institute procedures reasonably necessary to prevent any Access Person (as defined not with a view to, or for, resale, distribution or fractionalisation thereof, in Rule 17j-1) from violating its Code of Ethics. The Advisor will follow whole or in part, and no other person has a direct or indirect beneficial interest in such Code of Ethics in performing its services under this Agreement. Upon written request, the Advisor also will certify quarterly to the Fund that it and its “Advisory Persons” (as defined in Rule 17j-1) have complied materially with the requirements of Rule 17j-1 during the previous quarter or, if not, explain what the Advisor has done to seek to ensure such compliance in the future. Annually, the Advisor will furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Code of Ethics to the Fund. The Advisor shall notify the Fund promptly of any material violation of the Code of Ethics involving the Fund. The Advisor will provide such additional information regarding violations of the Code of Ethics affecting the Fund as the Chief Compliance Officer of the Fund may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from such a violation of the Code of Ethics. Further, the Advisor represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Advisor and its employeesCompensation Shares; (f) the Advisor, upon written request, will provide entering into of this Agreement and the Fund with such information as transactions contemplated hereby have been duly authorized by all necessary to ensure solely with respect to information relating to corporate action on the part of the Advisor: (i) the Fund’s registration statement on Form N-2, to be filed with the SEC, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) the Fund’s prospectus, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (g) in the performance of its duties under this Agreement, the Advisor shall at all times materially conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act, the Advisers Act, and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions entering into of this Agreement and the Fund’s Certificate transactions contemplated thereby will not result in the violation of Incorporation, as such documents are amended from time to time any of the terms and provided in writing provisions CW907650.1 of any law applicable to the Advisor; (iv) , or of any agreement, written or oral, to which the then current investment objectives and policies of Advisor may be a party or by which the Fund as set forth in its Registration Statement on Form N-2; and (v) any other policies and determinations of the Board of Directors of the Fund provided in writing to the AdvisorAdvisor is or may be bound; (h) the Advisor has appointed duly executed and delivered this Agreement and it constitutes a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act valid and has adopted written policies and procedures reasonably designed to prevent violations of the Advisers Act. Upon written request, the Advisor will timely provide to the Fund an annual certification from the Advisor’s Chief Compliance Officer with respect to the design and operation of the Advisor’s compliance program, in a format reasonably requested by the Fund. The Advisor shall cooperate with the Fund in any regulatory investigation, examination, or inspection of the Fund or binding agreement of the Advisor enforceable against the Advisor in accordance with respect to the Fund or relating to the provision of services to the Fund under this Agreementits terms; (i) the Advisor shall maintain has the requisite knowledge and experience in financial and business continuity, disaster recovery matters as to be capable of evaluating the merits and backup capabilities risks of the prospective investment in the Compensation Shares and facilities intended to allow the Advisor to perform its obligations hereunder with minimal disruption or delaysCompany; (j) the Advisor shall place orders either directly with is not an underwriter of, or dealer in, the issuer common shares of the Company, nor is the Advisor participating, pursuant to a contractual agreement or with any broker or dealer. Subject to the other provisions of this paragraphotherwise, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill distribution of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation and to the extent permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Allocated Assets and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor to the Allocated Assets and its other clients and that the total commissions paid by the Allocated Assets will be reasonable in relation to the benefits to the Fund over the long-term. In no instance, however, will the Allocated Assets be purchased from or sold to or through any first- or second-tier affiliate of the Fund, except to the extent permitted by Section 17(a) and Section 17(e) of the 1940 Act and the rules thereunder or otherwise permitted by the SEC or by applicable lawCompensation Shares; (k) in connection with any purchase or sale of securities for the Allocated Assets, the Advisor will arrange for the transmission to the Custodian on a daily basis such confirmations, trade tickets, and other documents and information, including without limitation CUSIP, Sedol, or other numbers that identify the securities to be purchased or sold on behalf of the Fund, as may be reasonably necessary for the Custodian and its affiliates to perform their custodial, administrative and recordkeeping responsibilities with respect to the Fund. With respect to securities to be settled through the Custodian, the Advisor will arrange for the prompt transmission of the confirmation of such trades to the Custodian. The parties acknowledge that the Advisor is not aware of any advertisement of pertaining to the custodian Company or any of the Allocated Assets and will not take possession or custody of such assetsCompensation Shares; and (l) no person has made to the Advisor shall maintain a policy and practice of conducting its investment advisory services hereunder independently any written or oral representations: (i) that any person will resell or repurchase any of the commercial banking operations Compensation Shares; (ii) that any person will refund the purchase price of its affiliates. When the Advisor makes investment recommendations for the Allocated Assets, its investment advisory personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Allocated Assets are customers any of the commercial department Compensation Shares; (iii) as to the future price or value of its affiliatesany of the Compensation Shares; or (iv) that any of the Compensation Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Compensation Shares of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.