Common use of Compliance with Registration Requirements Clause in Contracts

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets Offerors meet the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither At the date of the Prospectus nor any amendments or supplements thereto, and at the time Closing Time, the Prospectus or and any amendments or supplements thereto were issued did not and at each Representative Date, included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company Offerors will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (A) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus or (B) that part of the ProspectusRegistration Statement that constitutes the Statement of Eligibility on Form T-1 (the "Form T-1") under the 1939 Act of a trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's ’s most recent Annual Report on Form 10-K with the CommissionCommission subsequent to the date the Registration Statement became effective (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither At the date of the Prospectus nor and at the Closing Time (and if any Option Shares are purchased the Date of Delivery), the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued did not and at each Representative Date, included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Shares will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's ’s most recent Annual Report on Form 10-K (and any amendment thereto) with the CommissionCommission (as so amended, the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations (including, without limitation, all applicable requirements of Regulation S-X) and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), Regulations and did not and will not contain an 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. Neither At the date of the Prospectus nor and at the Closing Date, the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued did not and at each Representative Date, included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 is used434, the Company will comply with the requirements of Rule 434. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act424(b), complied when so filed in all material respects with the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation Date, the Registration Statement’s “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, as of its date, at the time the Prospectus or any amendments or supplements thereto were issued date hereof and at each Representative the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), included or complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not, does not, and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, No order preventing or suspending the Company will comply with use of any Preliminary Prospectus has been issued by the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the ProspectusCommission. Each preliminary prospectus Preliminary Prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Initial Sale Time (as defined below), the Preliminary Prospectus, any Issuer Free Writing Prospectus (as defined below) identified on Schedule II hereto and the information included on Schedule III hereto, all considered together (collectively, the “Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, any Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with any information furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement or any post-effective amendment thereto, any Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, any Issuer Free Writing Prospectus, any road show or the Disclosure Package (the “Underwriter Information”). The parties acknowledge and agree that the Underwriter Information consists solely of the material included in the first sentence of paragraph 4, the first sentence of paragraph 10 and the third and fourth sentences of paragraph 11, each relating to price stabilization activities, the first sentence of paragraph 12 and paragraph 13 relating to electronic prospectus delivery under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The (A) At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto and (B) at the date hereof, the Company meets the requirements for use was not an “ineligible issuer” as defined in Rule 405 of Form S-3 under the 1933 ActAct Regulations (“Rule 405”). Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued and any post-effective amendment thereto under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Applicable Time, neither (x) the Issuer-Represented General Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time (as defined below) and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets satisfies the registrant eligibility requirements for the use of Form S-3 under the 1933 Act. Each Act set forth in General Instruction I.A to such Form and the transactions contemplated by this Agreement satisfy the transaction eligibility requirements for the use of such Form set forth in General Instruction I.B.1 to such Form, and the Company has filed with the Commission the Registration Statement on such Form, including a Base Prospectus, for registration under the 1933 Act of the offering and sale of the Securities, one or more amendments to such Registration Statement may have been so filed, and the Company may have used a Preliminary Prospectus. Such Registration Statement, as so amended, has become effective, and the Securities have been registered under the Registration Statement in compliance with the requirements for the use of Form S-3. Although the Base Prospectus may not include all the information with respect to the Securities and the offering thereof required by the 1933 Act and the rules and regulations of the Commission thereunder (the "1933 Act Regulations") to be included in the Prospectus, the Base Prospectus includes all such information required by the 1933 Act and the 1933 Act Regulations to be included therein as of the Effective Date. After the execution of this Agreement, the Company will file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) a final supplement to the Base Prospectus included in such Registration Statement relating to the Securities and the offering thereof, with such information as is required or permitted by the 1933 Act and as has been provided to and approved by the Underwriter prior to the date hereof or, to the extent not completed at the date hereof, containing only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the date hereof, will be included or made therein. The Company may also file a Rule 462(b) Registration Statement with the Commission for the purpose of registering certain additional Securities, which registration shall be effective upon filing with the Commission. The Commission has become effective under the 1933 Act and no stop not issued any order preventing or suspending the effectiveness use of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by Preliminary Prospectus. When any Preliminary Prospectus was filed with the Commission, and any request on the part of the Commission for additional information has been it (x) complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and y) did not and will not contain an include 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 When the Registration Statement or any amendment thereto was or is useddeclared effective, the Company it (I) complied as to form or will comply in all material respects with the requirements of the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1933 Act Regulations and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") and (II) did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. When the Prospectus or any amendment or supplement to the Prospectus is filed with the Commission pursuant to Rule 434. The representations and warranties in this subsection shall 424(b) (or, if the Prospectus or such amendment or supplement is not apply required to statements in or omissions from be so filed, when the Registration Statement or the amendment thereto containing the Prospectus or such amendment or supplement to the Prospectus was or is declared effective) and at the Offering Date and at the Closing Time, the Prospectus, as amended or supplemented at any such time, (A) complied as to form or will comply in all material respects with the requirements of, the 1933 Act, the 1934 Act, the 1933 Act Regulations and the 1934 Act Regulations and (B) did not or will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing provisions of this paragraph do not apply to statements or omissions made in any Preliminary Prospectus, the Registration Statement or any amendment thereto or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company in writing by any the Underwriter through the Representatives expressly specifically for use in therein. If the Company has elected to rely on Rule 462(b) and the Rule 462(b) Registration Statement or is not effective, (x) the Prospectus. Each preliminary prospectus Company will file a Rule 462(b) Registration Statement in compliance with, and that is effective upon filing pursuant to, Rule 462(b) and (y) the prospectus filed as part Company has given irrevocable instructions for transmission of the applicable filing fee in connection with the filing of the Rule 462(b) Registration Statement as originally filed or as part of any amendment theretoStatement, or filed pursuant to in compliance with Rule 424 111 under the 1933 Act, complied when so filed in all material respects with or the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered Commission has received payment of such filing fee. The Company has not distributed and, prior to the Underwriters for use later of (x) the Closing Time and (y) the completion of the distribution of the Securities, will not distribute any offering material in connection with this the offering was identical to of the electronically transmitted copies thereof filed with the Commission Securities pursuant to EDGAXthis Agreement other than the Registration Statement or any amendment thereto, xxcept to any Preliminary Prospectus or the extent permitted by Regulation S-T.Prospectus or any amendment or supplement thereto.

Compliance with Registration Requirements. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and Statement, including any Rule 462(b) Registration Statement Statement, has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's ’s most recent Annual Report on Form 10-K with the Commission) became effective effective, at the date of this Agreement and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, included or if any Option Securities are purchased, at the Date of Delivery), complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If No document has been or will be prepared in connection with the offering of the Securities in reliance on Rule 434 is used, of the Company will comply with the requirements of Rule 4341933 Act. The representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter the Underwriters through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or any such Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, Statement (including any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement, the Statement (including any Rule 462(b) Registration Statement Statement) and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), ) and did not and will not contain an 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. Neither At the date of the Prospectus and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the prospectus delivery requirements of Rule 434. The representations and warranties in this subsection shall not apply to (A) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Representative(s) expressly for use in the Registration Statement or the ProspectusProspectus or (B) that part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1 (the "Form T-1") under the 1939 Act of the Trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and Act; no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, Commission and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were issued supplement was filed and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) statements in or omissions from the Registration Statement Statement, any post-effective amendment to the Registration Statement, the Prospectus or any amendment or supplement to the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives [Name] expressly for use in the Registration Statement, the Prospectus or any such amendment or supplement or (ii) that part of the Registration Statement or that constitutes the ProspectusStatement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") of the Trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.1933 Act Regulations.

Compliance with Registration Requirements. A Registration Statement in respect of the Securities and the Conversion Securities has been filed with the Commission not earlier than three years prior to the date hereof. The Company meets Registration Statement, and any post-effective amendment thereto filed on or prior to the requirements for use of Form S-3 date hereof, became effective on filing under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and , no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and Act, no proceedings for that purpose against the Company have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request no notice of objection that the Commission objects to the use of the Registration Statement as an automatic shelf registration has been received by the Company. The Securities and the Conversion Securities, since their registration on the part of Registration Statement, have been and remain eligible for registration by the Commission for additional information has been complied with. Each Indenture has been duly qualified Company on an “automatic shelf registration statement” as defined in Rule 405 under the 1939 1933 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto (including became effective and on each date on which the filing Prospectus as amended or supplemented is deemed to be a new effective date of the Company's most recent Annual Report on Form 10-K with the Commission) became effective Registration Statement and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”), as applicable, and did not not, and will not not, contain an 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. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued nor the Prospectus as amended or supplemented, as of its date and at each Representative Representation Date, nor the Time of Sale Prospectus as of the Time of Sale and at each Representation Date, included or will include an untrue statement of a material fact or omitted omitted, or will omit omit, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in in, or omissions from from, the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, which information is listed in its entirety in Schedule 4 hereto (the “Underwriter Information”). Each preliminary prospectus Preliminary Prospectus and the prospectus Basic Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement Statement, the preliminary prospectus or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The With respect to the Registration Statement, (A) the Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 under the 1933 Act), (B) the Company meets has not received from the requirements Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to the use of the automatic shelf registration statement and (C) the conditions for use of Form S-3 under S-3, as set forth in the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose General Instructions thereof, have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Actsatisfied. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective (including and, if later, at the time of filing of the Company's most recent Annual Report ’s annual report on Form 10-K with the CommissionK) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Preliminary Prospectus, as of its date, did 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 Company will comply with statements therein, in the requirements light of Rule 434the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act of the Trustee, (B) information contained in the Registration Statement, the Prospectus or the Preliminary Prospectus relating to The Depository Trust Company and its book-entry system, or (C) statements in or omissions from the Registration Statement Statement, the Prospectus or the Preliminary Prospectus made in reliance upon and in conformity with the information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus or the Preliminary Prospectus, which information is set forth on Schedule D hereto. Each preliminary prospectus The Preliminary Prospectus and the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under of the 1933 ActAct Regulations (“Rule 424”), complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for is eligible to use of Form S-3 under the 1933 ActN-2. Each of the The Registration Statement and any Rule 462(b) Registration Statement has become post-effective amendments thereto have been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement preventing or suspending the use of the Prospectus has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the knowledge of the CompanyAdviser and the Administrator, are contemplated by the Commission, and any request on the part of the Commission for additional information relating to the Registration Statement or the Prospectus has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times that the Registration Statement1940 Act Notification was filed with the Commission, any Rule 462(b) and the times that the Registration Statement and any post-effective amendments thereto (including were declared or became effective, as the filing case may be, as of the Company's most recent Annual Report on Form 10-K with date hereof, as of each Applicable Time and as of each Settlement Date, the Commission) became effective and at each Representation Date1940 Act Notification, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1933 1940 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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 therein not misleading. Neither At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, as of each Applicable Time and as of each Settlement Date, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus (i) at the time they were or hereafter are filed with the Commission, the Company complied or will comply in all material respects with the requirements of Rule 434. The representations the Exchange Act and warranties in this subsection shall not apply to statements in or omissions from (ii) at the Registration Statement or time they were filed with the Prospectus made in reliance upon and in conformity Commission, when read together with the other information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and , as the prospectus filed as part case may be, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Registration Statement as originally filed or as part of any amendment theretocircumstances under which they were made, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.not misleading.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-8 and Form S-3 under the 1933 ActAct and has complied with the requirements of Rule 415 under the 1933 Act with respect to the Registration Statement. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective date hereof and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any the Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the ProspectusProspectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant thereto and each preliminary prospectus delivered to Rule 424 under the 1933 ActUnderwriter for use in connection with this offering, complied when so filed in all material respects with the 1933 Act Regulations and Regulations; each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 in connection with the issuance of the Securities. The Registration Statement became effective upon filing with the Commission under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act , and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued is currently outstanding under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The date of this Agreement is not more than three years subsequent to the 1939 Actinitial effective date of the Base Registration Statement. At the respective times the Registration Statement, any Rule 462(b) Base Registration Statement and any post-effective amendments amendment thereto (including the filing with the Commission of the Company's most recent ’s Annual Report on Form 10-K with for the Commissionyear ended December 31, 2013 (the “10-K”)) became effective and effective, at each Representation Datedeemed effective date with respect to the Underwriters and the Securities pursuant to Rule 430B(f)(2), at the Closing Time and, if any Option Securities are purchased, at the applicable Date of Delivery, the Registration StatementStatement complied, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither The Prospectus and each amendment or supplement thereto, if any, at the time the Prospectus or any such amendment or supplement is issued, at the Closing Time and, if any Option Securities are purchased, at the applicable Date of Delivery, complied, complies and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and or at each Representative Datethe Closing Time and, included if any Option Securities are purchased, at the applicable Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply documents incorporated or deemed to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing be incorporated by any Underwriter through the Representatives expressly for use reference in the Registration Statement Statement, any preliminary prospectus or the Prospectus. Each preliminary prospectus , when they became effective or at the time they were or hereafter are filed with the Commission, complied, comply and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed will comply in all material respects with the 1933 requirements of the 1934 Act Regulations and each the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”) and, when read together with the other information in the Registration Statement, such preliminary prospectus or the Prospectus, (a) at the time the Base Registration Statement originally became effective, (b) at the earlier of the time the Prospectus was first used and the Prospectus delivered date and time of the first contract of sale of Securities and (c) at the Closing Time and, if any Option Securities are purchased, at the applicable Date of Delivery, did not and will not include an 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, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Underwriters for use in connection with this offering was identical to Applicable Time and the electronically transmitted copies thereof filed Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule F hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the Commission pursuant General Disclosure Package, included any untrue statement of a material fact or omitted to EDGAXstate any material fact necessary in order to make the statements therein, xxcept to in the extent permitted by Regulation S-T.light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets is eligible to use Form N-2. The Registration Statement (as amended by any post-effective amendment if the requirements for use of Form S-3 under Company shall have made any amendments thereto after the 1933 Act. Each effective date of the Registration Statement and any Rule 462(bStatement) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) (and the Registration Statement as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement Statement, if any, and any post-effective amendments thereto became effective, at the Applicable Time and supplements thereto at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the 1939 1940 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any amendments such amendment or supplements thereto were issued supplement was issued, and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Prospectus, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, thereto complied when so filed in all material respects with the 1933 Act, the 1933 Act Regulations and the 1940 Act except for any corrections to any preliminary prospectus that are made in the Prospectus and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Applicable Time, the preliminary prospectus supplement, dated •, together with the base prospectus, dated •, as filed with the Commission on •, and the information included on Schedule B hereto (which information the Representatives have informed the Company is being conveyed orally by the Underwriters to prospective purchasers at or prior to the Underwriters’ confirmation of sales of Underwritten Securities in the offering), all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for that purpose any such purpose, have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto (including filed before the filing of the Company's most recent Annual Report on Form 10-K with the CommissionClosing Time) became effective and at each Representation Datethe Closing Time, as hereinafter defined (and, if any Option Shares are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement Statement, the notification of Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Shares are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company Fund will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different," as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing Fund by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 497 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEDGAR, xxcept except to the extent permitted by Regulation S-T.T. If a Rule 460(x) Registration Statement is required in connection with the offering and sale of the Shares, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified At the time the Company’s Annual Report on Form 10-K for the year ended 2011 (the “Annual Report”) was filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the 1939 Securities Act. The Company meets the requirements for use of Form S-3 under the Securities Act specified in FINRA Conduct Rule 5110(B)(7)(C)(i). The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time they were, or hereafter are, filed with the Commission, as the case may be, complied and will comply in all material respects with the requirements of the Exchange Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation the First Closing Date (and, if any Optional Shares are purchased, at the Option Closing Date), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative the First Closing Date (and, if any Optional Shares are purchased, at the Option Closing Date), included or, as amended or supplemented, as applicable, will include an untrue statement of a material fact or omitted or, as amended or supplemented, as applicable, will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedAs of the Applicable Time, the Company will comply with General Disclosure Package did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434the circumstances under which they were made, not misleading. The representations and warranties As used in this subsection shall not apply to statements and elsewhere in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the CommissionCommission or the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. Each No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission or the state securities authority of any jurisdiction. In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K of the Company with the Commission) became effective and at each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), ) and did not and will not contain an 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. Neither At the date of the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Representation Date, included or the Prospectus and any amendments and supplements thereto did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 is usedof the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Agent expressly for use in the Registration Statement or the ProspectusProspectus or to that part of the Registration Statement which constitutes the Trustees' Statement of Eligibility under the 1939 Act (the "Form T-1"). Each preliminary prospectus and the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters Agent for use in connection with this the offering was of the Notes will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Notes, the Company has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), ) and did not and will not contain an 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. Neither At the Prospectus nor any amendments or supplements theretodate of the Prospectus, at the time the Prospectus or any amendments or supplements thereto were issued Closing Time and at each Representative DateDate of Delivery, included or if any, the Prospectus and any amendments and supplements thereto did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 is usedof the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Underwritten Securities will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation Date, the Registration Statement’s “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, as of its date, at the time the Prospectus or any amendments or supplements thereto were issued date hereof and at each Representative the Closing Date (and, if any Additional Notes are purchased, at the applicable Option Closing Date), included or complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not, does not, and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Preliminary Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Applicable Time, the Disclosure Package did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriters expressly for use in the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus, or any amendments or supplements thereto, the Prospectus, or any amendments or supplements thereto or the Disclosure Package (the “Underwriter Information”). The parties of this Agreement acknowledge and agree that the Underwriter Information consists solely of the material included in the third paragraph and the second sentence of the eleventh paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that any such purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The Preliminary Prospectus and the 1939 Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, as of its date, at the time Closing Date (and, if any Option Securities are purchased, at the Prospectus or any amendments or supplements thereto were issued applicable Option Closing Date), and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Preliminary Prospectus and the information included on Exhibit D hereto, all considered together (collectively, the Company “General Disclosure Package”) did not or will comply with not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434. The the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations and or warranties in this subsection shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part consists of the Registration Statement information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 such in Section 6(b) hereof. The Fund’s registration statement on Form 8-A under the 1933 Act, complied when so filed in all material respects with the 1933 1934 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.is effective.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Representation DateDate of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the "1939 Act Act"), and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither , and, at the date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery), neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included contained or will include an contain any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used; provided, however, that the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept XXXXX except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b462(d) Registration Statement post-effective amendment has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for that purpose any such purpose, have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b462(d) Registration Statement and any post-effective amendments amendment and any other post-effective amendment thereto (including relating to the filing issuance and sale of the Company's most recent Annual Report on Form 10-K with Shares to the CommissionInvestors (filed before the Closing Time) became effective and at each Representation Datethe Closing Time, as hereinafter defined, the Registration Statement, the Rule 462(b462(d) Registration Statement post-effective amendment, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus, any Preliminary Prospectus nor any amendments amendment or supplements supplement thereto, at the time time, the Prospectus, Preliminary Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement Statement, Prospectus or the Preliminary Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing Fund by any Underwriter through or on behalf of the Representatives expressly Placement Agent for use in the Registration Statement or Prospectus. As of the date hereof, the Statutory Prospectus (as defined below) and the information included on Schedule A hereto, all considered together (collectively, the “GENERAL DISCLOSURE PACKAGE”), did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement, “Statutory Prospectus” as of any time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 497 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Placement Agent for use in connection with this offering the issuance and sale of Shares to the Investors was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEXXXX, xxcept except to the extent permitted by Regulation S-T.T. At the time of filing the Registration Statement or any 462(d) post-effective amendments thereto relating to the issuance and sale of the Shares to the Investors and at the date hereof, the Fund was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and or will comply comply, as the case may be, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act Act”) and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”), and did not and or will not not, as the case may be, contain an 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 misleadingmisleading and the Indenture complied and will comply in all material respects with the requirements of the 1939 Act. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or the Prospectusany amendment thereto) or Prospectus (or any amendment thereto). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective (including and, if later, at the time of the filing of the Company's most recent Annual Report annual report on Form 10-K with the CommissionK) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, (B) information contained in the Registration Statement or the Prospectus relating to The Depository Trust Company and its book-entry system, or (C) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with the information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement or the Prospectus, which information is set forth on Schedule C hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under of the 1933 ActAct Regulations ("Rule 424"), complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 ActAct and the Fund has been duly registered as an investment company under the 1940 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The Preliminary Prospectus and the 1939 Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriter for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, as of its date, at the time Closing Date (and, if any Option Securities are purchased, at the Prospectus or any amendments or supplements thereto were issued applicable Option Closing Date), and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Preliminary Prospectus and the information included on Exhibit D hereto, all considered together (collectively, the Company "General Disclosure Package") did not or will comply with not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434. The the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations and or warranties in this subsection shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part on behalf of the Registration Statement Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 such in Section 6(b) hereof. The Fund's registration statement on Form 8-A under the 1933 Act, complied when so filed in all material respects with the 1933 1934 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.is effective.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each The Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Representation Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Agent(s) expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Agents for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement Statements and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the any Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration StatementStatements, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Representation DateDate of Delivery), the Registration StatementStatements, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act Act”), and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”), and did not and will not contain an 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. Neither , and, at the date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery), neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included contained or will include an contain any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used; provided, however, that the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the any Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the such Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus Prospectus filed as part of the any Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T of the Commission.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither of the Prospectus Prospectuses nor any amendments or supplements thereto, at the time the Prospectus Prospectuses or any amendments or supplements thereto were issued and at each Representative Datethe Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the International Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter International Manager through the Representatives Lead Managers expressly for use in the Registration Statement or the International Prospectus. Each preliminary prospectus and the prospectus prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus Prospectuses delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation Date, the Registration Statement’s “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, as of its date, at the time the Prospectus or any amendments or supplements thereto were issued date hereof and at each Representative the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), included or complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not, does not, and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Preliminary Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Initial Sale Time (as defined below), the Preliminary Prospectus, any Issuer Free Writing Prospectus (as defined below) identified on Schedule II hereto, if any, and the information included on Schedule III hereto, all considered together (collectively, the “Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriters expressly for use in the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package (the “Underwriter Information”). The parties acknowledge and agree that the Underwriter Information consists solely of the material included in the fourth paragraph, the thirteenth paragraph, the third sentence of the fourteenth paragraph, the fourth sentence of the seventeenth paragraph and the eighteenth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act Act, and no proceedings for that any such purpose have been instituted or are pending or, to the knowledge of the CompanyFund, the Manager, the Commodity Subadvisor or the Collateral Subadvisor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement Statement, and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the 1939 Commodities Exchange Act of 1936, as amended (the “Commodities Act”), and the rules and regulations of the Commission under the 1939 Act promulgated thereunder (the "1939 “Commodities Act Regulations"), ”) and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedAs of the Applicable Time, neither (A) the Company will comply General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the requirements General Disclosure Package, included, includes or will include any untrue statement of Rule 434a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Neither the Prospectus made in reliance upon and in conformity with information furnished to nor any amendment or supplement thereto, as of its issue date, at the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part time of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed filing with the Commission pursuant to EDGAXRule 424(b), xxcept at the Closing Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the extent permitted by Regulation S-T.statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any the Rule 462(b462(d) Registration Statement post-effective amendment has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any the Rule 462(b462(d) Registration Statement post-effective amendment has been issued under the 1933 Act Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for that purpose any such purpose, have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any the Rule 462(d) post-effective amendments thereto (including amendment relating to the filing issuance and sale of the Company's most recent Annual Report on Form 10-K with Shares to the CommissionInvestors (filed before the Closing Time) became effective and at each Representation Datethe Closing Time, as hereinafter defined, the Registration Statement, the Rule 462(b462(d) Registration Statement post-effective amendment, the notification on Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing Fund by any Underwriter through or on behalf of the Representatives expressly Placement Agent for use in the Registration Statement or Prospectus. As of the date hereof, the Statutory Prospectus (as defined below) and the information included on Schedule A hereto, all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement, “Statutory Prospectus” as of any time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 497 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Placement Agent for use in connection with this offering the issuance and sale of Shares to the Investors was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXits Electronic Data Gathering, xxcept Analysis and Retrieval System (“XXXXX”), except to the extent permitted by Regulation S-T.T. At the time of filing the Registration Statement and any 462(d) post-effective amendments relating to the issuance and sale of the Shares to the Investors and at the date hereof, the Fund was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Compliance with Registration Requirements. The Company Partnership meets the registrant requirements for the use of Form S-3 to register under the 1933 ActAct the offer and sale of the Units as described in the Prospectus. No other document with respect to the Original Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the 1933 Act Regulations previously approved by the Representatives). Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and Act, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyPartnership, are contemplated by the Commission, and any request on the part of the Commission for additional supplemental information pursuant to Rule 418 under the 1933 Act has been complied with. Each Indenture has been duly qualified under As of the 1939 Act. At the respective times date of this Agreement and as of any other applicable effective date of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective thereto, and at the Closing Time (and if any Option Units are purchased, at each Representation DateDate of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was or will be issued and at the Closing Time (and if any Option Units are purchased, at each Representative DateDate of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and (including the prospectus or prospectuses filed as part of the Original Registration Statement as originally filed or as part of any amendment thereto, or ) complied when so filed pursuant to Rule 424 under the 1933 Act424(b), complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was substantively identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXby means of XXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time (as defined below), the Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule A hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the statements made by the Partnership in the Prospectus and the General Disclosure Package, including any document incorporated by reference therein that has not been superseded or modified, within the coverage of Rule 175(b) of the 1933 Act, including (but not limited to) any projections of results of operations or statements with respect to future available cash or future cash distributions of the Partnership or the anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets has met since the time of filing of the Original Registration Statement and continues to meet the requirements for use of Form S-3 under the 1933 ActAct for the offering of the Securities pursuant to General Instruction I.B.1 of Form S-3. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the applicable Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the applicable Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedAs of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Company will comply Statutory Prospectus (as defined below) as of the Applicable Time and the information included on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the requirements General Disclosure Package, included any untrue statement of Rule 434a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties As used in this subsection shall not apply to statements and elsewhere in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Registration Statement has been filed on an appropriate form under the 1933 Act. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyABN AMRO Parties, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at the Closing Time, and, if applicable, as of each Representation DateDate of Delivery, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued or at the Closing Time, and at each Representative DateDate of Delivery, if any, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company ABN AMRO Parties in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each The Basic Prospectus and preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Regulations.

Compliance with Registration Requirements. The GAFRI meets the requirements for use of Form S-3 under the 1933 Act, and the Company meets the requirements for use of Form S-3 under the 1933 ActAct with respect to the offering of Securities contemplated hereby. Each of the Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyIssuers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing Issuers by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or to the ProspectusProspectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, thereto complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), ) and did not and will not contain an 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. Neither At the Prospectus nor any amendments or supplements theretodate of the Prospectus, at the time the Prospectus or any amendments or supplements thereto were issued Closing Time and at each Representative DateDate of Delivery, included or if any, the Prospectus and any amendments and supplements thereto did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 is usedof the 1933 Act Regulations, the Company will comply with the requirements of Rule 434. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to the Statement of Eligibility of the Trustee on Form T-1 or statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Underwritten Securities will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept to the extent except for format and other variations permitted or required by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 ActAct and the 1933 Act Regulations. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective upon filing under Rule 462(e) under the 1933 Act and the 1933 Act Regulations and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and the 1933 Act Regulations and no proceedings for that purpose have been instituted initiated or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, Commission and any request on the part of the Commission for additional information has been complied with. Each In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (the “1939 Act. At the respective times the Registration Statement, any Rule 462(b”) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”). At the respective times the Registration Statement and any post-effective amendments thereto became effective and at each Representation Date, the Registration Statement and any post-effective amendments thereto (i) complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the 1939 Act Regulations, and (ii) did not and will not contain an 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. Neither At the date of the Prospectus, at the Closing Time, and, if applicable, as of each Date of Delivery, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedNotwithstanding the foregoing, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 of the Trustee under the 1939 Act and the 1939 Act Regulations and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use in the Registration Statement or therein. Each Preliminary Prospectus and the Prospectus. Each preliminary prospectus and , at the prospectus time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActCommission, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus the 1933 Act Regulations, and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Underwritten Securities will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act (or, if issued, such order has been lifted) and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyTransferor or Ryder, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), ) and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus (or amendments or supplements thereto) made in reliance upon and in conformity with information furnished to the Company Transferor or Ryder in writing by any Underwriter through the Representatives expressly Merrxxx Xxxcx xxxressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or and the Prospectus filed pursuant to Rule 424 424(b) under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. (A) Each of the Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. . (B) At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at each deemed effective date with respect to the filing Underwriters pursuant to Rule 430B(f)(2) of the Company's most recent Annual Report on Form 10-K with the Commission) became effective 1933 Act Regulations and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. . (C) Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used. (D) Each document incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Company General Disclosure Package and the Prospectus, at the time it was or hereafter is filed with the Commission, complied and will comply when filed in all material respects with the requirements of Rule 434. the 1934 Act and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform to the requirements of the 1934 Act, in all material respects, and, in the case of the Registration Statement, the General Disclosure Package and the Prospectus, will not contain an 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. (E) As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below) as of the Applicable Time, considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (F) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the issuer notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (G) The representations and warranties in this subsection subsections (B) through (E) above shall not apply to statements in or omissions from the Registration Statement Statement, the Prospectus or the any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives Underwriters expressly for use therein (it being understood that such information consists solely of the information specified in the Registration Statement or the Prospectus. Section 6(b) hereof). (H) Each preliminary prospectus and (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXvia its Electronic Data Gathering, xxcept Analysis and Retrieval system (“XXXXX”), except to the extent permitted by Regulation S-T. (I) At the time of filing the Registration Statement and any post-effective amendments thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. (J) As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or any such Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect to the Registration Statement (or any document incorporated therein by reference pursuant to the 0000 Xxx) has been complied with. Each In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, Statement (including any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2001 with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement, the Statement (including any Rule 462(b) Registration Statement Statement) and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), ) and did not and will not contain an 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. Neither At the date of the Prospectus and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedNotwithstanding the foregoing, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or the ProspectusProspectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Securities will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective (including and, if later, at the time of filing of the Company's most recent Annual Report ’s annual report on Form 10-K with the CommissionK) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, (B) information contained in the Registration Statement or the Prospectus relating to The Depository Trust Company and its book-entry system, or (C) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with the information furnished to the Company in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement or the Prospectus, which information is set forth on Schedule C hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under of the 1933 ActAct Regulations (“Rule 424”), complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Base Prospectus nor the Prospectus Supplement nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any the Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEDGAR, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply at these times in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither of the Prospectus Prospectuses nor any amendments or supplements thereto, at the time the Prospectus Prospectuses or any amendments or supplements thereto were issued and at each Representative Datethe Closing Time (and, in the case of the U.S. Prospectus, if any U.S. Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the U.S. Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the U.S. Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any U.S. Underwriter through the U.S. Representatives expressly for use in the Registration Statement or the U.S. Prospectus. Each U.S. preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each U.S. preliminary prospectus and the U.S. Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective (including and, if later, at the time of the filing of the Company's most recent Annual Report ’s annual report on Form 10-K with the CommissionK) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, (B) information contained in the Registration Statement or the Prospectus relating to The Depository Trust Company and its book-entry system, or (C) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with the information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus, which information is set forth on Schedule C hereto. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under of the 1933 ActAct Regulations (“Rule 424”), complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and Statement, including any Rule 462(b) Registration Statement Statement, has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the filing deemed effective date with respect to Banc of America pursuant to Rule 430B(f)(2) of the Company's most recent Annual Report on Form 10-K with 1933 Act Regulations, at the Commission) became effective date of this Agreement and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were issued supplement was issued, at the date hereof, at the time of any filing pursuant to Rule 424(b) and at each Representative Datethe Closing Time (and, included or if any Option Securities are purchased, at the Date of Delivery), complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Banc of America for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Initial Sale Time (as defined below) the Base Prospectus, any Issuer Free Writing Prospectus (as defined below) identified on Schedule I hereto and the information included on Schedule II hereto, all considered together (collectively, the “Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto or the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with information relating to Banc of America furnished to the Company in writing by Banc of America expressly for use in the Registration Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, or the Disclosure Package, it being understood and agreed that the only such information furnished by Banc of America consists of the information described as such in Section 3(o) hereof. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets is eligible to use Form N-2. The Registration Statement (and the requirements for use of Form S-3 under Registration Statement as amended by any post-effective amendment if the 1933 Act. Each Company shall have made any amendments thereto after the effective date of the Registration Statement and any Rule 462(bStatement) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) (and the Registration Statement as amended by any post-effective amendment if the Company shall have made any amendments thereto after the effective date of the Registration Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and the 1939 1940 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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 the Prospectus, the preliminary prospectus in the form distributed in connection with the offering of the Shares (as amended or supplemented) and any prospectus wrapper prepared in connection therewith, at their respective times of issuance and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the Prospectus and such preliminary prospectus (as amended or supplemented, if applicable), are distributed in connection with the offer and sale of Reserved Securities. Neither the Prospectus nor any amendments or supplements theretothereto (including any prospectus wrapper), at the time the Prospectus or any amendments such amendment or supplements thereto were issued supplement was issued, and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). The Prospectus. Each , each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, thereto complied when so filed in all material respects with the 1933 Act, the 1933 Act Regulations and the 1940 Act except for any corrections to any preliminary prospectus that are made in the Prospectus (or any amendment or supplement thereto prior to the effective date of the Registration Statement) and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. (A) The Company meets the requirements for use of Form S-3 under the 1933 ActAct and the offering of the Securities has been duly registered under the 1933 Act pursuant to the Registration Statement. Each of the Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become been declared effective by the Commission under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. . (B) At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including were declared effective by the filing Commission, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Company's most recent Annual Report on Form 10-K with the Commission) became effective 1933 Act Regulations and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. . (C) Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used. (D) Each document incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Company General Disclosure Package and the Prospectus pursuant to Item 12 of Form S-3, at the time it was or hereafter is filed with the Commission, complied and will comply when filed in all material respects with the requirements of Rule 434. the 1934 Act and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform to the requirements of the 1934 Act, in all material respects, and, in the case of the Registration Statement, the General Disclosure Package and the Prospectus, will not contain an 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. (E) As of the Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below) as of the Applicable Time, considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (F) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the issuer notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (G) The representations and warranties in this subsection subsections (B) through (E) above shall not apply to statements in or omissions from the Registration Statement Statement, the Prospectus or the any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives Underwriters expressly for use therein (it being understood that such information consists solely of the information specified in the Registration Statement or the Prospectus. Section 6(b) hereof). (H) Each preliminary prospectus and (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXvia XXXXX, xxcept except to the extent permitted by Regulation S-T. (I) At the time of filing the Registration Statement and any post-effective amendments thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). (J) As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has been filed on an appropriate form under the 1933 Act. The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of any of the CompanyUBS Entities, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act RegulationsACT REGULATIONS"), as applicable, and did not and will not at the Closing Date contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were such amendment was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company UBS Entities in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the basic prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation Date, the Registration Statement’s “new effective date” with respect to the Underwriter pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, as of its date, at the time the Prospectus or any amendments or supplements thereto were issued date hereof and at each Representative the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), included or complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations Preliminary Prospectus and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Initial Sale Time (as defined below), the Preliminary Prospectus, any Issuer Free Writing Prospectus (as defined below) identified on Schedule I hereto, if any, and the information included on Schedule II hereto, all considered together (collectively, the “Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus, or any amendments or supplements thereto, or the Disclosure Package (the “Underwriter’s Information”). The parties acknowledge and agree that the Underwriter’s Information consists solely of the material included in the ninth and tenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The (A) At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, and (B) at the Applicable Time, the Company meets was not an “ineligible issuer” as defined in Rule 405 of the requirements for use 1933 Act Regulations (“Rule 405”), each of Form S-3 the Registration Statement, any post-effective amendment thereto under the 1933 Act. Each of the Registration Statement Act and any Rule 462(b) Registration Statement has or will become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified The Company meets the requirements for use of Form S-3 under the 1939 1933 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and as of each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) and at each Representation Date, the Closing Time the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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 the Prospectus, any preliminary prospectus and any supplement thereto, at their respective times of filing with the Commission and at the Closing Time, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the Prospectus and such preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the offer and sale of Securities in foreign jurisdictions. Neither the General Disclosure Package as of the Applicable Time, nor the Prospectus nor any amendments or supplements thereto, thereto at the time the Prospectus as of its date or any amendments such amendment or supplements thereto were issued supplement was filed with the Commission and at each Representative Date, the Closing Time included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the Registration Statement Statement, any preliminary prospectus or the Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, it being understood that the only written information that the Underwriters have furnished to the Company specifically for inclusion in the Registration Statement or the Prospectus. Each Statement, any preliminary prospectus and the Prospectus (or any amendment or supplement thereto) are the concession and reallowance figures appearing in the Prospectus in the section entitled “Underwriting” (such information being referred to herein as the “Underwriter Information”). The Prospectus, each preliminary prospectus, any supplement thereto and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply with the requirements of the 1934 Act and the 1934 Act Regulations. As of the Applicable Time, neither (x) the General Disclosure Package nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this paragraph shall not apply to statements in or omissions from the General Disclosure Package or any Issuer-Represented Limited Use Free Writing Prospectus made in reliance upon and in conformity with the Underwriter Information.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not as of such times contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include as of such times an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Lxxxxx Brothers or Mxxxxxx Lxxxx expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the The prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the time of the filing by the Company of the Company's most recent Annual Report any annual report on Form 10-K with the Commission) became effective K, and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Merrill Lynch expressly for use in the Registration Statement or the ProspectusStaxxxxxx ox Xxxspectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEDGAR, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 ActAct and the 1940 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The Preliminary Prospectus and the 1939 Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, as of its date, at the time Closing Date (and, if any Option Securities are purchased, at the Prospectus or any amendments or supplements thereto were issued applicable Option Closing Date), and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Preliminary Prospectus and the information included on Exhibit E hereto, all considered together (collectively, the Company “General Disclosure Package”) did not or will comply with not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434. The the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations and or warranties in this subsection shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part consists of the Registration Statement information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 such in Section 6(b) hereof. The Fund’s registration statement on Form 8-A under the 1933 Act, complied when so filed in all material respects with the 1933 1934 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.is effective.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's ’s most recent Annual Report on Form 10-K with the CommissionCommission subsequent to the date the Registration Statement became effective (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither At the date of the Prospectus nor and at the Closing Time (and if any Option Shares are purchased the Date of Delivery), the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued did not and at each Representative Date, included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any the Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this the offering was of the Shares will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not as of such times contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include as of such times an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxx Brothers or Xxxxxxx Xxxxx expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the The prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets At the requirements for use of Form S-3 under the 1933 Act. Each of time the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became becomes effective and at each the Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither , and the Prospectus, at the Representation Date (unless the term "Prospectus" refers to a prospectus that has been provided to the Underwriters by the Company for use in connection with the offering of the Shares which differs from the Prospectus nor any amendments or supplements thereto, on file at the Commission at the time the Prospectus or any amendments or supplements thereto were issued Registration Statement becomes effective, in which case at the time it is first provided to the Underwriters for such use) and at each Representative Datethe Closing Time or Date of Delivery referred to in Section 2(c) hereof, included or will include comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and will not contain an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used; provided, however, that the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or any such Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at each deemed effective date with respect to the filing Underwriters pursuant to Rule 430B(f)(2) of the Company's most recent Annual Report on Form 10-K with 1933 Act Regulations, at the Commission) became effective date of this Agreement and at each Representation Datethe Closing Time, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedAny preliminary prospectus (including the prospectus filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and any such preliminary prospectus was and the Prospectus delivered to the Underwriters for use in connection with this offering will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time, any Issuer Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) and the information agreed to in writing by the Company will comply with and the requirements Underwriters as the information to be conveyed orally by the Underwriters to purchasers of Rule 434the Shares at the Applicable Time, all considered together (collectively, the “General Disclosure Package”) did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection the preceding three paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto or the Prospectus Prospectus, or any amendments or supplements thereto, or the General Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Underwriters expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any post-effective amendment thereto, or filed pursuant to Rule 424 under the 1933 ActProspectus, complied when so filed or any amendments or supplements thereto, or the General Disclosure Package. As used in all material respects with the 1933 Act Regulations this subsection and each preliminary prospectus and the Prospectus delivered to the Underwriters for use elsewhere in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Preferred Shares have been duly registered under the 1933 ActAct pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The Preliminary Prospectus and the 1939 Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Preferred Shares each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date, the Initial Registration Statement, the any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, as of its date, at the time the Prospectus or any amendments or supplements thereto were issued Closing Date and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Preferred Shares, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Preliminary Prospectus and the information included on Exhibit E hereto, all considered together (collectively, the Company “General Disclosure Package”) did not or will comply with not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434. The the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations and or warranties in this subsection shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part consists of the Registration Statement information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed such in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Section 6(b) hereof.

Compliance with Registration Requirements. The Company meets the ----------------------------------------- requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), Regulations and did not and will not contain an 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. Neither At the date of the Prospectus nor and at the Closing Date, the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued did not and at each Representative Date, included or will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 is used434, the Company will comply with the requirements of Rule 434. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act424, complied when so filed in all material respects with the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective date hereof and at each Representation Datethe Closing Time, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither , and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included contained or will include an contain any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used; provided, however, that the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives you expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus Prospectus filed as part of the Registration Statement or any Rule 462(b) Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters you for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept XXXXX except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Original Registration Statement and any Rule 462(b) Registration Statement has become became effective under the 1933 Act on November 10, 2021 and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Original Registration Statement has been issued under the 1933 Act or the 1940 Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for that any such purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated have been threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Actwith or otherwise resolved or satisfied. At the respective times the Registration Statement, any Rule 462(b) Original Registration Statement and any post-effective amendments amendment thereto (including filed before the filing Closing Date) became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Company's most recent Annual Report on Form 10-K with the Commission) became effective 1933 Act Rules and Regulations and at each Representation the Closing Date, the Registration Statement, the Rule 462(b) Original Registration Statement and the 1940 Act Notification and any amendments and supplements thereto complied and did or will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), applicable thereto and did not and will not contain an untrue statement of a material fact or or, except for the information included in the prospectus supplement relating to the Securities contained in the Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto, as of its date, at the time the Prospectus or any amendments or supplements thereto were issued Closing Date, and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used; provided, however, that the Company will comply with Fund makes no representations or warranties as to the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements information contained in or omissions omitted from the Registration Statement Statement, the Original Registration Statement, any Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through consists of the Representatives expressly for use information described as such in Section 6(b) hereof. As of the Applicable Time, the Preliminary Prospectus and the Issuer Free Writing Prospectus, considered together (together, the “General Disclosure Package”) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the Registration Statement or light of the Prospectuscircumstances under which they were made, not misleading. Each preliminary prospectus and the prospectus filed Preliminary Prospectus complied as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied form when so filed in all material respects with the 1933 Act Rules and Regulations and each preliminary prospectus Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and Act; no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, Commission and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were issued supplement was filed and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) statements in or omissions from the Registration Statement Statement, any post- effective amendment to the Registration Statement, the Prospectus or any amendment or supplement to the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives [Name] expressly for use in the Registration Statement, the Prospectus or any such amendment or supplement or (ii) that part of the Registration Statement or that constitutes the ProspectusStatement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") of the Trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.1933 Act Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became or become effective, at the Initial Registration Statement’s “new effective date” (including within the filing meaning of Rule 430B(f)(2) of the Company's most recent Annual Report on Form 10-K 1933 Act Regulations), with respect to the Commission) became effective Underwriters, at the date of this Agreement and at each Representation the Closing Date, the Initial Registration Statement, the Statement and any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the The Prospectus nor and any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were issued supplement was issued, at the date hereof, at the time of filing pursuant to Rule 424(b), at the Closing Date and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities (including, included without limitation, pursuant to Rule 173 under the 1933 Act or in circumstances where such delivery requirement may be satisfied pursuant to Rule 172 under the 1933 Act), complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Initial Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Initial Sale Time, the Base Prospectus, all Issuer Free Writing Prospectuses (as defined below), if any, identified on Exhibit F hereto and the information, if any, included on Exhibit G hereto, all considered together (collectively, the “Disclosure Package”), did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto or the Prospectus or any amendments or supplements thereto or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or such post-effective amendment thereto, or the Prospectus, or such amendment or supplement thereto, or the Disclosure Package, as the case may be. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Preferred Shares have been duly registered under the 1933 ActAct and the 1940 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The Preliminary Prospectus and the 1939 Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Preferred Shares each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date, the Initial Registration Statement, the any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, as of its date, at the time the Prospectus or any amendments or supplements thereto were issued Closing Date and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Preferred Shares, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Preliminary Prospectus and the information included on Exhibit E hereto, all considered together (collectively, the Company “General Disclosure Package”) did not or will comply with not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434. The the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations and or warranties in this subsection shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part consists of the Registration Statement information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed such in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Section 6(b) hereof.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b462(d) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b462(d) Registration Statement has been issued under the 1933 Act Act, or order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for that purpose any such purpose, have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b462(d) Registration Statement and any post-effective amendments amendment thereto (including relating to the filing issuance and sale of the Company's most recent Annual Report on Form 10-K with Shares to the CommissionInvestors (filed before the Closing Time) became effective and at each Representation Datethe Closing Time, as hereinafter defined, the Registration Statement, the Rule 462(b462(d) Registration Statement Statement, the notification of Form N-8A and any all amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus, any Preliminary Prospectus nor any amendments amendment or supplements supplement thereto, at the time the Prospectus, Preliminary Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement Statement, Prospectus or the Preliminary Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing Fund by any Underwriter through or on behalf of the Representatives expressly Placement Agent for use in the Registration Statement or Prospectus. As of the date hereof, the Statutory Prospectus (as defined below) and the information included on Schedule A hereto, all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement, “Statutory Prospectus” as of any time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 497 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Placement Agent for use in connection with this offering the issuance and sale of Shares to the Investors was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXits Electronic Data Gathering, xxcept Analysis and Retrieval System (“EXXXX”), except to the extent permitted by Regulation S-T.T. If a Rule 462(d) Registration Statement is required in connection with the issuance and sale of the Shares to the Investors, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. At the time of filing the Registration Statement, any 462(d) Registration Statement and any post-effective amendments thereto relating to the issuance and sale of the Shares to the Investors and at the date hereof, the Fund was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”), and the Trustee has duly filed with the Commission a Statement of Eligibility on Form T-1 as an exhibit to the Registration Statement or pursuant to Section 305(b)(2) of the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective date hereof and at each Representation Datethe Closing Time, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and Act, the 1933 Act Regulations and Regulations, the 1939 Act Act, and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”), and did not and will not contain an 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. Neither , and, at the date hereof and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included contained or will include an contain any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used; provided, however, that the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T of the Commission.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued is in effect under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under At the time the Registration Statement became effective, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and as of the date hereof and the Closing Time, the Registration Statement, the 462(b) Registration Statement and any amendments or supplements thereto and the Prospectus complied and will comply in all material respects with the provisions of the 1939 ActAct and the rules and regulations of the Commission thereunder (the "1939 Act Regulations"). At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or (ii) Prospectus or the ProspectusTrustee's Statement of Eligibility on Form T-1 (the "Form T-1"). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus relating to the Securities and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEDGAR, xxcept except to the extent permitted by Regulation S-T.T under thx 0003 Act ("Regulation S-T").

Compliance with Registration Requirements. The Company PSEG meets the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or any such Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act and no proceedings proceeding for that purpose have has been instituted or are is pending or, to the knowledge of the CompanyPSEG, are is contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, Statement (including any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto (including the filing of the Company's PSEG’s most recent Annual Report on Form 10-K with the CommissionCommission (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement, the Statement (including any Rule 462(b) Registration Statement Statement) and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"), ”) and did not and will not contain an 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. Neither At the date of the Prospectus, at the Closing Time and at each Date of Delivery, if any, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedNotwithstanding the foregoing, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company PSEG in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and prospectus relating to the prospectus Underwritten Securities filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Underwritten Securities will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. No order preventing or suspending the use of any preliminary prospectus has been issued by the Commission, and each preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the 1933 Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 ActAct and has complied with the requirements of Rule 415 under the 1933 Act with respect to the Registration Statement. Each of the Registration Statement and Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective date hereof and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or the ProspectusProspectus (or any amendment or supplement thereto). Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant thereto and each preliminary prospectus and the Prospectus delivered to Rule 424 under the 1933 Act, Underwriters for use in connection with this offering complied when so filed in all material respects with the 1933 Act Regulations and Regulations; each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Each of the Operating Partnership and the Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Operating Partnership and the Company, are contemplated by the CommissionCommission or the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. Each Indenture No order preventing or suspending the use of the Prospectus has been duly qualified under issued and no proceeding for that purpose has been instituted or, to the 1939 Actknowledge of the Operating Partnership and the Company, threatened by the Commission or the state securities authority of any jurisdiction. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Operating Partnership's and the Company's most recent Annual Report Reports on Form 10-K with the CommissionCommission (the "Annual Reports on Form 10-K")) became effective and at each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission under the 1939 Trust Indenture Act (the "1939 Act Regulations"), ) and did not and will not contain an 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. Neither At the Prospectus nor any amendments or supplements theretodate of the Prospectus, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Representation Date, included or the Prospectus, and any amendments and supplements thereto did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Operating Partnership and the Company elect to rely upon Rule 434 is usedof the 1933 Act Regulations, the Operating Partnership and the Company will comply with the requirements of Rule 434. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Operating Partnership and the Company in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Underwritten Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEDGAR, xxcept except to the extent permitted by Regulation S-T.T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Underwritten Securities, the Operating Partnership has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees therefor.

Compliance with Registration Requirements. The Old EQT met and the Company meets the requirements for use of Form S-3 under the 1933 Securities Act. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, the Indenture has been duly qualified under the 1939 Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing with the Commission of the Company's most recent ’s Annual Report on Form 10-K with for the Commissionyear ended December 31, 2008 (the “Annual Report on Form 10-K”)) became effective and at each Representation as of the Initial Sale Time and as of the Closing Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations")Trust Indenture Act, and (ii) did not and will not contain an 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. Neither At the date of the Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedNotwithstanding the foregoing, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in the Registration Statement or Section 6(b) hereof. Each Preliminary Prospectus and the Prospectus. Each preliminary prospectus and , at the prospectus time each was filed as part of with the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActSEC, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Notes will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the ----------------------------------------- requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither of the Prospectus Prospectuses nor any amendments or supplements thereto, at the time the Prospectus Prospectuses or any amendments or supplements thereto were issued and at each Representative Datethe Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectuses shall not be "materially different", as such term is used in Rule 434, from the prospectuses included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the International Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter International Manager through the Representatives Lead Managers expressly for use in the Registration Statement or the International Prospectus. Each preliminary prospectus and the prospectus prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus Prospectuses delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), Regulations and did not and will not contain an 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. Neither At the date of the Prospectus nor and at the Closing Date, the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued did not and at each Representative Date, included or will not include an untrue statement of -------------------- * Appropriate provisions to be included in each underwriting agreement based on the type of security offered. a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company elects to rely upon Rule 434 is used434, the Company will comply with the requirements of Rule 434. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act424, complied when so filed in all material respects with the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or any such Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, Statement (including any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto (including the filing of the Company's ’s most recent Annual Report on Form 10-K for the year ended December 31, 2005 (the “Annual Report”) with the Commission) became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, at the date of this Agreement and at each Representation Datethe Closing Time, the Registration Statement, the Statement (including any Rule 462(b) Registration Statement Statement) and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"), ”) and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedAny preliminary prospectus (including the prospectus filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and any such preliminary prospectus was and the Prospectus delivered to the Underwriters for use in connection with this offering will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time, any Issuer Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the Company will comply with “General Disclosure Package”) did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434the circumstances under which they were made, not misleading. The representations and warranties in this subsection the preceding three paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto or the Prospectus or any amendments or supplements thereto, or the General Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Underwriters expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any post-effective amendment thereto, or filed pursuant to Rule 424 under the 1933 ActProspectus, complied when so filed or any amendments or supplements thereto, or the General Disclosure Package. As used in all material respects with the 1933 Act Regulations this subsection and each preliminary prospectus and the Prospectus delivered to the Underwriters for use elsewhere in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyCompany or Holding, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company and Holding will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus prospectus, and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The (A) At the time of filing the Registration Statements, any 462(b) Registration Statement and any post-effective amendments thereto, (B) at the earliest time thereafter that the Company meets or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, and (C) at the date hereof, (x) the Company satisfied and satisfies the registrant eligibility requirements for the use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no (y) the Company was not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statements became effective on January 16, 2020 and December 21, 2017, respectively. No stop order suspending the effectiveness of the Registration Statement or Statements, any Rule 462(b) Registration Statement Statement, or any respective post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The Registration Statements meet the 1939 Actrequirements set forth in Rule 415 of the 1933 Act Regulations. At the respective times the Registration StatementStatements, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and Regulations, the Trust Indenture Act of 1939, as amended (the “1939 Act Act”), and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations")Act, and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedEach preliminary prospectus, the Company will comply with the requirements of Rule 434. The representations Base Prospectuses, any Prospectus Supplement, and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus prospectus, the Base Prospectuses, any Prospectus Supplement, and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Applicable Time, neither (x) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each The Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Representation Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434 and the Prospectus shall not be "materially different", as such term is used in Rule 434, from the prospectus included in the Registration Statement at the time it became effective. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Agent(s) expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Agents for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXEDGAR, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's ’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act thereunder (the "1939 “1933 Act Regulations"), ”) and did not and will not contain an 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. Neither At the date of the Prospectus, and at the Closing Date or the applicable Option Closing Date, as the case may be, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedNotwithstanding the foregoing, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectustherein. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Securities will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Securities Act. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, the Indenture has been duly qualified under the 1939 Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). At the respective times the The Registration Statement, any Rule 462(b) Registration Statement and any post-when it became effective amendments thereto (including the filing with the Commission of the Company's most recent ’s Annual Report on Form 10-K with for the Commission) became effective year ended March 31, 2008 (the “Annual Report on Form 10-K”)), and as amended or supplemented, if applicable, at each Representation Date, deemed effective date with respect to the Registration Statement, Underwriters pursuant to Rule 430B(f)(2) of the Rule 462(bSecurities Act (i) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations")Trust Indenture Act, and (ii) did not and will not contain an 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. Neither At the date of the Prospectus and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Dateif applicable, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedNotwithstanding the foregoing, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply (A) to statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in the Registration Statement Section 8 hereof or the Prospectus. Each preliminary prospectus and the prospectus filed as (B) to that part of the Registration Statement as originally filed or as part that constitutes the Statement of any amendment thereto, or filed pursuant to Rule 424 Eligibility (Form T-1)(the “Form T-1”) under the 1933 Trust Indenture Act, of the Trustee. Each Preliminary Prospectus and the Prospectus, at the time each was filed with the SEC, complied when so filed in all material respects with the 1933 Act Regulations Securities Act, and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of the Notes will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission pursuant to EDGAXits Electronic Data Gathering, xxcept Analysis and Retrieval System (“XXXXX”), except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 ActAct and the 1940 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Advisers, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The Preliminary Prospectus and the 1939 Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act. , the 1940 Act and the Rules and Regulations, and the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, as of its date, at the time Closing Date (and, if any Option Securities are purchased, at the Prospectus or any amendments or supplements thereto were issued applicable Option Closing Date), and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Preliminary Prospectus and the information included on Exhibit E hereto, all considered together (collectively, the Company "General Disclosure Package") did not or will comply with not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434. The the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations and or warranties in this subsection shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part consists of the Registration Statement information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 such in Section 6(c) hereof. The Fund's registration statement on Form 8-A under the 1933 Act, complied when so filed in all material respects with the 1933 1934 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.is effective.

Compliance with Registration Requirements. The (A) At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto, (B) at the earliest time thereafter that the Company meets or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities, and (C) at the date hereof, (x) the Company satisfied and satisfies the registrant eligibility requirements for the use of Form S-3 under the 1933 ActAct and (y) the Company was not and is not an “ineligible issuer” as defined in Rule 405. Each of the The Registration Statement and any Rule 462(b) Registration Statement has become became effective under the 1933 Act and no on January 16, 2020. No stop order suspending the effectiveness of the Registration Statement or Statement, any Rule 462(b) Registration Statement Statement, or any respective post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The Registration Statement meets the 1939 Actrequirements set forth in Rule 415 of the 1933 Act Regulations. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and Act, the 1933 Act Regulations and Regulations, the Trust Indenture Act of 1939, as amended (the “1939 Act Act”), and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations")Act, and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedEach preliminary prospectus, the Company will comply with the requirements of Rule 434. The representations Base Prospectus, any Prospectus Supplement, and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus prospectus, the Base Prospectus, any Prospectus Supplement, and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Applicable Time, neither (x) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company Fund meets the requirements for use of Form S-3 N-2 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyFund or either of the Investment Adviser or the Subadviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture If required, the Fund has been duly qualified under received any orders exempting the 1939 Fund from any provisions of the Investment Company Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any Option Shares are purchased, at the Date of Delivery) the Registration Statement, the Rule 462(b) Registration Statement and any amendments and or supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the Investment Company Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus Prospectus, nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Datethe Closing Time (and, if any Option Shares are purchased, at the Date of Delivery) included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedAs of the Applicable Time (as defined below), the Company will comply with Rule 482 Statement (as defined below) issued at or prior to the requirements Applicable Time, if any, the Statutory Prospectus (as defined below) as of Rule 434the Applicable Time and the information included on Schedule C hereto, all considered together (collectively, the “General Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus made in reliance upon and in conformity with information furnished to the Company Fund in writing by any Underwriter through the Representatives Underwriters expressly for use in the Registration Statement Statement, the General Disclosure Package or the Prospectus. Each preliminary prospectus As used in this subsection and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed elsewhere in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Agreement:

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation Date, the Registration Statement’s “new effective date” with respect to the Underwriter pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, as of its date, at the time the Prospectus or any amendments or supplements thereto were issued date hereof and at each Representative the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), included or complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not, does not, and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Preliminary Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus the Preliminary Prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. As of the Initial Sale Time (as defined below), the Preliminary Prospectus, any Issuer Free Writing Prospectus (as defined below) identified on Schedule II hereto, if any, and the information included on Schedule III hereto, all considered together (collectively, the “Disclosure Package”), did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement or any post-effective amendment thereto, the Preliminary Prospectus or any amendments or supplements thereto, the Prospectus or any amendments or supplements thereto, or the Disclosure Package (the “Underwriter Information”). The parties acknowledge and agree that the Underwriter Information consists solely of the material included in the third paragraph, the twelfth paragraph, the third sentence of the thirteenth paragraph, the fourth sentence of the sixteenth paragraph and the seventh paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company Operating Partnership meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) The Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyOperating Partnership, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “1939 Act Act”), and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"”), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company Operating Partnership in writing by any Underwriter through the Representatives Representative expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActAct Regulations, complied when so filed in all material respects with the 1933 Act Regulations Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and Act; no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, Commission and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were issued supplement was filed and at each Representative Datethe Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to (i) statements in or omissions from the Registration Statement Statement, any post-effective amendment to the Registration Statement, the Prospectus or any amendment or supplement to the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use in the Registration Statement, the Prospectus or any such amendment or supplement or (ii) that part of the Registration Statement or that constitutes the ProspectusStatement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") of the Trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.1933 Act Regulations.

Compliance with Registration Requirements. The Company meets and the transactions contemplated by this Agreement meet the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and Statement, including any Rule 462(b) Registration Statement Statement, has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's ’s most recent Annual Report on Form 10-K with the Commission) became effective effective, at the date of this Agreement and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor The Prospectus, and any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, included or if any Option Securities are purchased, at the Date of Delivery), complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If No document has been or will be prepared in connection with the offering of the Securities in reliance on Rule 434 is used, of the Company will comply with the requirements of Rule 4341933 Act. The representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any the Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 ActAct and the 1940 Act pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyTrust or the Advisors, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The Preliminary Prospectus and the 1939 Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act. , the 1940 Act and the Rules and Regulations, and the Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration Statement will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, as of its date, at the time Closing Date (and, if any Option Securities are purchased, at the Prospectus or any amendments or supplements thereto were issued applicable Option Closing Date), and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Preliminary Prospectus and the information included on Exhibit E hereto, all considered together (collectively, the Company “General Disclosure Package”) did not or will comply with not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434. The the circumstances under which they were made, not misleading; provided, however, that none of the Trust or the Advisors makes any representations and or warranties in this subsection shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing Trust by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part consists of the Registration Statement information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 such in Section 6(b) hereof. The Trust’s registration statement on Form 8-A under the 1933 Act, complied when so filed in all material respects with the 1933 1934 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.is effective.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Registration Statement and Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 462(b401(g)(2) Registration Statement has become effective under been received by the 1933 Act and no stop Company. No order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each In addition, the Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments amendment thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), Regulations and did not and will not contain an 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. Neither At the date of the Prospectus nor and any amendment or supplement thereto and at the Closing Date, the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued did not and at each Representative Date, included or will not include an any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedNotwithstanding the foregoing, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act424, complied when so filed in all material respects with the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. No order preventing or suspending the use of any preliminary prospectus has been issued by the Commission, and each preliminary prospectus, at the time of filing thereof, did 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 therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any preliminary prospectus.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. (A) Each of the Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. . (B) At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at each deemed effective date with respect to the filing Underwriter pursuant to Rule 430B(f)(2) of the Company's most recent Annual Report on Form 10-K with the Commission) became effective 1933 Act Regulations and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. . (C) Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used. (D) Each document incorporated or deemed to be incorporated by reference in the Registration Statement, the Company General Disclosure Package and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply when filed in all material respects with the requirements of Rule 434. the 1934 Act and, when read together with the other information in the General Disclosure Package, as of the Applicable Time, and in the Prospectus, at the date of the Prospectus, at the First Closing Date or the Second Closing Date, did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform to the requirements of the 1934 Act, in all material respects, and will not contain an 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. (E) As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the information set forth on Schedule B hereto and the Statutory Prospectus (as defined below) as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (F) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the issuer notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. (G) The representations and warranties in this subsection subsections (B) through (E) above shall not apply to statements in or omissions from the Registration Statement Statement, the Prospectus or the any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any the Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. therein. (H) Each preliminary prospectus and (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, ) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T. (I) At the time of filing the Registration Statement and any post-effective amendments thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the 1933 Act Regulations. (J) As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. The Company meets Companies meet the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop - 3 - order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the CompanyCompanies, are contemplated by the CommissionCommission or the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. Each Indenture No order preventing or suspending the use of the Prospectus has been duly qualified under issued and no proceeding for that purpose has been instituted or, to the 1939 Actknowledge of the Companies, threatened by the Commission or the state securities authority of any jurisdiction. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's Companies' most recent Annual Report on Form 10-K with the CommissionCommission (the "Annual Report on Form 10-K")) became effective and at each Representation Date, the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither At the date of the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Representation Date, included or the Prospectus and any amendments and supplements thereto did not and will not include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Companies elect to rely upon Rule 434 is usedof the 1933 Act Regulations, the Company Companies will comply with the requirements of Rule 434. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company Companies in writing by any Underwriter through the Representatives Goldman and Xxxxxxx Xxxxx Xxxxxx expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering was of Underwritten Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Companies have complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees therefor.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including became effective, at the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective date hereof and at the Closing Time (and, if any Option Securities are purchased, at each Representation DateDate of Delivery), the Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the "1939 Act Act"), and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither , and, at the date hereof and at the Closing Time (and, if any Option Securities are purchased at each Date of Delivery), neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or supplements thereto were issued and at each Representative Date, included contained or will include an contain any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used; provided, however, that the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any the Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations and and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept XXXXX except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. (A) The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement and any Rule 462(b) Registration Statement post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement post-effective amendment thereto has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. . (B) At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were supplement was issued and at each Representative Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus. Prospectus (or any amendment or supplement thereto). (C) Each preliminary prospectus and the prospectus Base Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, thereto complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 ActAct pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement Statement, each in the form delivered to the Underwriter, and including all documents incorporated by reference in the Prospectus, has become effective under the 1933 Act and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or threatened or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under The documents incorporated by reference in the 1939 ActProspectus, when they became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements of the 1933 Act and 1933 Act Regulations or the 1934 Act and 1934 Act Regulations, as applicable, and none of such documents contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will comply in all material respects with the requirements of the 1933 Act and 1933 Act Regulations or the 1934 Act and 1934 Act Regulations, as applicable, and will not contain an 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. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date, the Initial Registration Statement, the any Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments such amendment or supplements thereto were issued supplement was issued, at the Closing Date, and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included contained or will include contain an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by any the Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus, or information relating to the Selling Shareholder furnished to the Company in writing by the Selling Shareholder expressly for use in the Registration Statement or Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed filed, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and each preliminary prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters Underwriter for use in connection with this the offering of the Securities was identical to the electronically transmitted copies copy thereof filed with the Commission pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or any such Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the CommissionSEC, and any request on the part of the Commission SEC for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, Statement (including any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the CommissionSEC (the "Annual Report on Form 10-K")) became effective and at each Representation Datethe Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Statement (including any Rule 462(b) Registration Statement Statement) and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither At the date of the Prospectus, and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery (as defined below)), neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedNotwithstanding the foregoing, the Company will comply with the requirements of Rule 434. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Underwriters expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 ActAct Regulations, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was will, at the time of such delivery, be identical to the any electronically transmitted copies thereof filed with the Commission SEC pursuant to EDGAXXXXXX, xxcept except to the extent permitted by Regulation S-T.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the The Registration Statement and (including any Rule 462(b) Registration Statement Statement) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any such Rule 462(b) Registration Statement Statement) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Each Indenture has been duly qualified under the 1939 Act. At the respective times the Registration Statement, Statement (including any Rule 462(b) Registration Statement Statement) and any post-effective amendments thereto (including the filing of the Company's ’s most recent Annual Report on Form 10-K with the CommissionCommission (the “Annual Report on Form 10-K”)) became effective and at each Representation Date, the Registration Statement, the Statement (including any Rule 462(b) Registration Statement Statement) and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "“1939 Act Regulations"), ”) and did not and will not contain an 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. Neither At the date of the Prospectus and at the Closing Time, neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any amendments or and supplements thereto were issued and at each Representative Date, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is used, the Company will comply with the prospectus delivery requirements of Rule 434. The representations and warranties in this subsection shall not apply to (A) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives Representative(s) expressly for use in the Registration Statement or the ProspectusProspectus or (B) that part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1 (the “Form T-1”) under the 1939 Act of the Trustee. Each preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.Regulations.

Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 Securities have been duly registered under the 1933 Act and the 1940 Act, pursuant to the Registration Statement. Each of the Initial Registration Statement and any Rule 462(b) Registration Statement Statement, if any, has become effective under the 1933 Act and has been filed under the 1940 Act, and no stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act or the 1940 Act, and no proceedings for that any such purpose have been instituted or are pending or, to the knowledge of the CompanyFund or the Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied withwith in all material respects. Each Indenture has been duly qualified under The Preliminary Prospectus and the 1939 Prospectus complied when filed with the Commission in all material respects with the requirements of the 1933 Act, the 1940 Act and the Rules and Regulations. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto delivered to the Underwriters for use in connection with the offering of the Securities each was identical to the electronically transmitted copy thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement Statement, if any, and any post-effective amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became or become effective and at each Representation the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, the any Rule 462(b) Registration Statement Statement, if any, will, and the 1940 Act Notification when originally filed with the Commission and any amendments and supplements thereto complied and will did or will, comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the 1933 Act Rules and Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will not contain an 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. Neither the Prospectus nor any amendments or supplements thereto, as of its date, at the time Closing Date (and, if any Option Securities are purchased, at the Prospectus or any amendments or supplements thereto were issued applicable Option Closing Date), and at each Representative Dateany time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If Rule 434 is usedThe Preliminary Prospectus and the information included on Exhibit D hereto, all considered together (collectively, the Company “General Disclosure Package”) did not or will comply with not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the requirements statements therein, in the light of Rule 434. The the circumstances under which they were made, not misleading; provided, however, that the Fund makes no representations and or warranties in this subsection shall not apply as to statements the information contained in or omissions omitted from the Registration Statement Preliminary Prospectus or the Prospectus made in reliance upon and in conformity with information furnished in writing to the Company in writing Fund by or on behalf of any Underwriter specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. Each preliminary prospectus and the prospectus filed as part consists of the Registration Statement information described as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 such in Section 6(b) hereof. The Fund’s registration statement on Form 8-A under the 1933 Act, complied when so filed in all material respects with the 1933 1934 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAX, xxcept to the extent permitted by Regulation S-T.is effective.