Common use of Validity of Issuance of Securities Clause in Contracts

Validity of Issuance of Securities. The outstanding Interests have been, and the Interests to be issued and sold by the Fund pursuant to the Offering, upon such issuance will be, when paid for as provided herein and in the Memorandum, duly authorized, validly issued, fully paid and non-assessable, and will not be subject to any preemptive or similar rights. The description of the Interests in the Memorandum is, and on each Investment Date will be, complete and accurate in all material respects. Subscribers for the Interests shall have no liability in excess of their respective capital contributions other than as required or permitted by applicable law.