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

Representations, Warranties and Covenants of the Fund. The Fund represents and warrants to, and agrees with, the Placement Agent that: (a) The Fund has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware with all requisite power and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business as described in the Memorandum. (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s obligations under the Memorandum will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereof, will constitute a valid and binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge of the Fund, any person acting on behalf of the Fund, has directly or indirectly offered or sold, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor in connection with the placement of Interests.

Representations, Warranties and Covenants of the Fund. A. The Fund hereby represents and warrants toto the Distributor, which representations and agrees withwarranties shall be deemed to be continuing throughout the term of this Agreement, the Placement Agent that: (ai) The Fund has been it is duly formed organized and is validly existing as a limited partnership in good standing under the laws of the State its jurisdiction of Delaware with all requisite power incorporation/organization and authority, all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its business is registered as described in the Memorandum. (b) Interests to be or which may be issued by the Fund have been duly authorized for issuance and sale and, when issued and delivered by the Fund, Interests will conform to all statements relating thereto contained in the Memorandum. (c) The issue and sale of Interests and the execution, delivery and performance of the Fund’s obligations a non-diversified closed-end management investment company under the Memorandum will not result in the violation of any applicable law. (d) The Fund will apply the proceeds from the sale of Interests for the purposes set forth in the Memorandum. (e) All materials to be given to any potential investor in connection with the offering or placement of Interests (all such materials, together with the Memorandum, being referred to herein as the “Offering Materials”) will be, as of the closing date of each sale of Interests in respect of which it is used (a “Closing Date”), true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Fund agrees to advise the Placement Agent immediately of the occurrence of any event or other change which results in the Offering Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Fund recognizes and confirms that the Placement Agent (i) will be using and relying on the information in the Offering Materials in performing the services contemplated hereunder, 1940 Act; (ii) does not assume responsibility for the accuracy or completeness of such information or of the Offering Materials and (iii) will not make any appraisal of any assets of the Fund. (f) This this Agreement has been duly authorized, executed and delivered by the Fund and, assuming the Placement Agent’s execution hereofwhen executed and delivered, will constitute a valid and legally binding agreement of the Fund. (g) Prior to and on the effective date of this Agreement, neither the Fund, nor to the knowledge obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any person acting on behalf contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared to conform in all material respects with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any advertising materials and sales literature prepared by the Fund do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or 3 necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Fund owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Fund’s business and for the offer, has directly or indirectly offered or soldissuance, or attempted to offer or sell any Interests to or solicited offers to buy any Interests from, or otherwise approached or negotiated with respect thereto with, any prospective investor distribution and sale of the Fund’s Shares in connection accordance with the placement terms of Intereststhe Prospectus and this Agreement, and to the Fund’s knowledge such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party.