Common use of Compliance with Applicable Securities Laws Clause in Contracts

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, each of Placement Agent, the Investment Adviser and the Fund agrees that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act (including sections 3(c)(l) and/or 3(c)(7)), (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Placement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Placement Agent in connection with the Fund’s offering of Interests shall cause to become unavailable (i) the exemption from registration of the Interests under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder, or (ii) the exemption from registration of the Fund under the 1940 Act provided by sections 3(c)(l) and/or 3(c)(7) thereof. Placement Agent acknowledges ad agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Interests (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”).

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, each of Placement Agent, the Investment Adviser Agent and the Fund agrees each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act (including sections 3(c)(l) and/or 3(c)(7))Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Placement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Placement Agent in connection with the Fund’s offering of Interests Shares shall cause to become unavailable (i) the exemption from registration of the Interests Shares under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder, or (ii) the exemption from registration of the Fund under the 1940 Act provided by sections 3(c)(l) and/or 3(c)(7) thereof. Placement Agent acknowledges ad and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum N-2 or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Interests Shares (all such materials except the Offering Memorandum N-2 being collectively referred to as “Related Offering Materials”).

Compliance with Applicable Securities Laws. (a) With respect to their respective activities under this Agreement, each of Placement Agent, the Investment Adviser Agent and the Fund agrees each agree that it will comply with the applicable requirements of (i) the Act (including Regulation D), (ii) the 1940 Act (including sections 3(c)(l) and/or 3(c)(7))Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Placement Agent, with all applicable rules and regulations of FINRA. In connection with the foregoing, Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Placement Agent in connection with the Fund’s offering of Interests Shares shall cause to become unavailable (i) the exemption from registration of the Interests Shares under the Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder, or (ii) the exemption from registration of the Fund under the 1940 Act provided by sections 3(c)(l) and/or 3(c)(7) thereof. Placement Agent acknowledges ad and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Interests Shares (all such materials except the Offering Memorandum being collectively referred to as “Related Offering Materials”).

Compliance with Applicable Securities Laws. (aA) With respect to their respective activities under this Agreement, each of Placement Agent, the Investment Adviser Agent and the Fund agrees each agree that it will comply with the applicable requirements of (i) the 1933 Act (including Regulation D), (ii) the 1940 Act (including sections 3(c)(l) and/or 3(c)(7))Act, (iii) the Securities Exchange Act of 1934, as amended (the “1934 Act”) (including all regulations, rules and releases under all such statutes), (iv) the Blue Sky Laws of the state or jurisdiction in which such sale is made and (v) with respect to Placement Agent, with all applicable rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”). In connection with the foregoing, Placement Agent agrees to comply with such procedures as may be necessary in order that no act or omission to act by Placement Agent in connection with the Fund’s offering of Interests Shares shall cause to become unavailable (i) the exemption from registration of the Interests Shares under the 1933 Act provided by Section 4(2) thereof and Rule 506 of Regulation D thereunder, or (ii) the exemption from registration of the Fund under the 1940 Act provided by sections 3(c)(l) and/or 3(c)(7) thereofto become unavailable. Placement Agent acknowledges ad and agrees that it is not authorized to give any information or make any representation other than those contained in (i) the Offering Memorandum Prospectus or (ii) any sales literature, performance reports, financial statements and other written materials provided by or on behalf of the Fund in connection with the placement of Interests Shares (all such materials except the Offering Memorandum Prospectus being collectively referred to as “Related Offering Materials”).