Common use of Compliance with Registration Requirements Clause in Contracts

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared become effective under the 1933 Act Act, and no stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or the Prospectus has been issued under the 1933 Actissued, and no proceedings for any such purpose, have been instituted or are pending or, to the knowledge of the Companyany Triangle Entity’s knowledge, are contemplated by the Commission, and any request on the part of the Commission for additional information with respect thereto has been complied with. (ii) At the respective times the Registration Statement, and any subsequent post-effective amendment thereto, became effective, and at each Applicable the Closing Time and as of each Settlement DateOption Closing Time (if any), the Registration Statement, and all post-effective amendments thereto and supplements thereto, complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture 1940 Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did not and will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issued, and as of at the date hereof, as of each Applicable Closing Time and as of each Settlement DateOption Closing Time (if any), included or will include an any untrue statement of a material fact or omitted or will omit to state a 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 include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent any Underwriter for use in the Registration Statement or Prospectus Prospectus, it being understood and agreed that the only such information furnished to the Company in writing by the Agent Underwriters consists of the information described in Section 8(b6(b) belowhereof. (iii) At the respective times the Prospectus was filed, The Disclosure Package as of the date hereof, as of each Applicable Time does 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 preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with information relating to any Underwriter furnished to the Company in writing by any Underwriter or its representative expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters to the Company consists of the information described in Section 6(b) hereof. (iv) The Preliminary Prospectus when first filed under Rule 497 and as of each Settlement Dateits date complied in all material respects with the 1933 Act, it complied and when filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), was substantially identical to the copy thereof delivered to the Underwriters for use in connection with this offering. The Prospectus when first filed under Rule 497 and as of its date will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if when filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent Underwriters for use in connection with the applicable this offering. (ivv) On The Company’s registration statement on Form 8-A under the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act1934 Act is effective.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 S-3 under the 1933 Securities Act. The Registration Statement has been declared become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, Securities Act and no proceedings for any such purpose, that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and the Company has complied with any request on the part of by the Commission for additional information information. In addition, the Indenture has been complied with. duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (ii) the “Trust Indenture Act”). At the respective times the Registration Statement, Statement and any post-effective amendment thereto, amendments thereto (including the filing with the Commission by the Company of an Annual Report on Form 10-K) became effective, effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, Statement and all post-effective any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits theretoii) 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 amendment amendments or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, supplements thereto 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. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not include apply to (i) that part of the Registration Statement that which constitutes the Statement of Eligibility and Qualification (on Form T-1) T-1 of the Trustee under the Trust Indenture Act or (the “Form T-1”) 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 or on behalf of any of the Agent Underwriters through the Representatives expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished to by or on behalf of any Underwriter through the Company in writing by the Agent Representatives consists of the information described as such in Section 8(b) below. (iii) At hereof. Each Preliminary Prospectus and the respective times Prospectus, at the Prospectus time each was filedfiled with the Commission, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Securities Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to Preliminary Prospectus and the copy thereof Prospectus delivered to the Agent Underwriters for use in connection with the applicable offering. (iv) On offering of the date hereofNotes will, at the respective times the Registration Statement and time of such delivery, be identical to any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects electronically transmitted copies thereof filed with the applicable requirements of Commission pursuant to XXXXX, except to the Trust Indenture Act.extent permitted by Regulation S-T.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX EXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective by the Commission under the 1933 Act and no Securities Act. The Company has complied with all requests of the Commission for additional or supplemental information, if any, relating to the Registration Statement. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the Electronic Data Gathering, Analysis and any request on Retrieval System (“EXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times the Depositary Units. The Registration Statement, Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at as of each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto Representation Date complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment The Prospectus, as amended or supplement theretosupplemented, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, date and as of the date hereof, as of each Applicable Time and as of each Settlement Representation Date, included or did not and will include an not 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. The representations and warranties set forth in this subsection shall Agreement do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, or Prospectus 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 or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times 6. There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Depositary Units as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid Rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 Securities have been duly registered under the 1933 ActSecurities Act pursuant to the Registration Statement. The Registration Statement has been declared became effective under the 1933 Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act no later than 10:00 p.m., New York City time, on the date of determination of the public offering price for the Securities, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement and no proceedings for any such purpose, 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 to the Company for additional information has been complied with. (ii) . At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, or becomes effective and at each Applicable Time and each Settlement Dateas of the date hereof, the Registration Statement, any Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act Securities Act. The conditions for the use of Form S-3, as set forth in the General Instructions thereto, and the Trust Indenture ActRegistration Statement meets, and the offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (excluding any post-including, without limitation, Rule 415(a)(5)). The Registration Statement, as of the date hereof and each effective amendment for the purpose of filing exhibits date with respect thereto) , 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 amendment amendments or supplement supplements thereto, as of its date, at the their respective times the Prospectus or any such amendment or supplement was issueddates, and as of the date hereof, as of at each Applicable Time and as of each Settlement Date, as the case may be, 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. The representations and warranties set forth in this subsection the immediately preceding paragraph shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the Agent’s name and the last sentence of the information described first paragraph under “Plan of Distribution” in Section 8(b) below. (iii) At the respective times the Prospectus was filedSupplement (the “Agent Information”). The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements thereto delivered and to be delivered to the Agent (electronically or otherwise) in connection with the offering of the Securities were and 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. Each Issuer Free Writing Prospectus relating to the Securities, as of the its issue date hereof, and as of each Applicable Time and as of each Settlement Date, it complied did not, does not and will comply not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified, or when considered together with the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified, 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 statements therein, in light of the circumstances, prevailing at that subsequent time, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use therein. At the time of filing the Original Registration Statement, at the time of filing any Replacement Registration Statement that is an “automatic shelf registration statement” as defined in Rule 405 of the Securities Act (“Rule 405”), at the time of the most recent amendment to the Original Registration Statement or any such Replacement Registration Statement for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act, including not having been and not being an “ineligible issuer,” as defined in Rule 405 of the Securities Act; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. Each document incorporated by reference in the Registration Statement or the Prospectus heretofore filed, when it was filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the 1933 Act and requirements of the Trust Indenture Exchange Act, and if any further documents so filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On and incorporated after the date hereofof this Agreement will, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Datewhen they are filed, the Indenture complied or will comply conform in all material respects with the applicable requirements of the Trust Indenture Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Compliance with Registration Requirements. (i1) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under conforms, and the 1933 Act Final Prospectus and no stop order suspending the effectiveness of any further amendments or supplements to the Registration Statement has been issued under and the 1933 ActFinal Prospectus will conform, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with to the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did do not and will not not, as of the applicable effective date as to each part of the Registration Statement and as of the Applicable Time and as of the applicable filing date as to the Final Prospectus and any amendment or supplement thereto, 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 in the case of the Final Prospectus, in the light of the circumstances under which they were made; 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 any Underwriter through the Representatives expressly for use in the Registration Statement or the Final Prospectus nor any amendment as amended or supplement theretosupplemented relating to the Securities; (2) The Disclosure Package, when taken together as a whole, did not, as of its datethe Applicable Time, at the respective times the Prospectus or include any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an untrue statement of a material fact or omitted or will omit to state a 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 each Issuer Free Writing Prospectus listed on Schedule C hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Final Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, 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; provided, however, that this subsection representation and warranty shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from made in the Registration Statement or Prospectus made Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Underwriter through the Agent Representatives expressly for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.therein;

Compliance with Registration Requirements. (i) The Company meets Each of the requirements for use of Form N-2 under the 1933 Act. The Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has been declared become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, Securities Act and no proceedings for any such purpose, that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated threatened by the CommissionCommission or any state regulatory authority, and any request on the part of the Commission for additional information has been complied with. (ii) . At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable the Closing Time and each Settlement Date(and, if any Option Units are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, Securities Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment amendments or supplement supplements thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issuedissued and at the Closing Time (and, and as if any Option Units are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Statutory Prospectus (as defined below) at the Applicable Time (as defined below) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter or the Agent Representative expressly for use therein; it being understood that the market-related data included in the Registration Statement or and the Prospectus it being understood and agreed that the only such shall not constitute written information furnished to the Company in writing with respect to an Underwriter by or on behalf of such Underwriter or the Agent consists Representative. Nothing has come to the attention of the information described Company that has caused the Company to believe that the market-related data included in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any postthe Prospectus is not based on or derived from sources that are reliable and accurate (in accordance with the methodologies used to derive such market-effective amendment thereto became effective and as of each Settlement Date, related data set forth in the Indenture complied or will comply underlying source material) in all material respects with the applicable requirements of the Trust Indenture Actrespects.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective by the Commission under the 1933 Act and no Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under or preventing or suspending the 1933 Act, use of any preliminary prospectus or the Prospectus is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company’s knowledge, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the Commission’s Electronic Data Gathering, Analysis and any request on Retrieval System (“EXXXX”), was identical (except as may be permitted by Regulation S-T under the part Securities Act) to the copy thereof delivered to each of the Commission Underwriters for additional information has been complied with. (ii) At use in connection with the respective times offer and sale of the Offered Shares. The Registration Statement, and any post-at the time it became effective amendment thereto, became effective, and at each Applicable Time all subsequent times during the period beginning on the date hereof and each Settlement Dateending on the later of the Option Closing Date or such date as in the opinion of counsel for the Representative, the Registration StatementProspectus is no longer required by law to be delivered (assuming the absence of Rule 172 under the Securities Act), and all post-effective amendments thereto in connection with sales by the Underwriters or a dealer (the “Prospectus Delivery Period”), complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 therein, in light of the circumstances under which they were made, not misleading. Neither As of the time that the Registration Statement is declared effective, the Time of Sale Prospectus nor (including any amendment or supplement theretopreliminary prospectus wrapper) did not, and at the time of each sale of the Offered Shares, the Time of Sale Prospectus, as of its datethen amended or supplemented by the Company, at the respective times the Prospectus or if applicable, will not, contain any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper) as of its date and (as then amended or supplemented) at all subsequent times during the Prospectus Delivery Period, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or any preliminary prospectus, the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Agent any Underwriter expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Underwriters to the Company in writing by the Agent consists of the information described statements contained in Section 8(b) below. (iii) At the respective times “Underwriting” section of the Prospectus was filed, as (other than statements regarding estimated expenses of the date hereof, Offering). All contracts or other documents required to be filed as exhibits to the Registration Statement pursuant to Item 601 of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act Regulation S-K have been so filed and the Trust Indenture Act, and if filed by electronic transmission pursuant material terms of such contracts or other documents have been summarized in the Time of Sale Prospectus or the Prospectus to XXXXX (except as may be permitted the extent required by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.K.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act as applied pursuant to the SBCAA or otherwise that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration form. The Registration Statement has been declared is effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described name and address of the Agent set forth in Section 8(b) belowthe last paragraph under the heading “Plan of Distribution.” (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On Each Additional Disclosure Item (as defined in Section 2(w) hereof), other than a Rule 482 Additional Disclosure Item (as defined in Section 2(w) hereof), does not and will not conflict with, and with respect to a Rule 482 Additional Disclosure Item, does not and will not materially conflict with, the date hereof, at the respective times information contained in the Registration Statement or the Prospectus and any post-effective amendment thereto became effective each such Additional Disclosure Item, as supplemented by and taken together with the Prospectus as of the Applicable Time and each Settlement Date, did not and will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Indenture complied or will comply statements therein, in all material respects with the applicable requirements light of the Trust Indenture Actcircumstances under which they were made, not misleading. The representations and warranties in this subsection shall not include statements in or omissions from each Additional Disclosure Item made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use therein.

Compliance with Registration Requirements. (iThe Original Registration Statement and any Rule 462(b) The Company meets Registration Statement have been or will be declared effective by the requirements for use of Form N-2 Commission under the 1933 Securities Act. The Registration Statement Company has been declared effective under complied or will comply to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus, when filed, complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Dateall subsequent times, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for is eligible to use of Form N-2 under the 1933 ActN-2. The Registration Statement (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 declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (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, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, Statement and any post-effective amendment thereto, amendments thereto became effective, and at each the Applicable Time and each Settlement Dateat the Closing Time, the Registration Statement, and all post-effective amendments thereto Statement complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1940 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement thereto, as of its datesupplements thereto (including any prospectus wrapper), at the respective times time the Prospectus or any such amendment or supplement was issued, and as of at the date hereof, as of each Applicable Time and as of each Settlement DateClosing 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. The representations Prospectus, the preliminary prospectus and warranties in this subsection shall not include (i) that the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment 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 the preliminary prospectus that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus are made in reliance upon the Prospectus and in conformity with information furnished the preliminary prospectus and the Prospectus delivered to the Company by or on behalf of the Agent Underwriters for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished connection with this offering was identical to the Company in writing electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by the Agent consists Regulation S-T. As of the Applicable Time, the preliminary prospectus, together with the information described included on Schedule B 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 Section 8(b) below. (iii) At order to make the respective times statements therein, in the Prospectus was filedlight of the circumstances under which they were made, as not misleading. As of the date hereof, as of each the Applicable Time Time, and as of each Settlement Datethe Closing Time, it complied the Marketing Materials (as defined below), together with the information contained in the General Disclosure Package, did not and will comply not include any untrue statement of a material fact or omit to state any material fact necessary in all material respects with order to make the 1933 Act and the Trust Indenture Actstatements therein, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements light of the Trust Indenture Actcircumstances under which they were made, not misleading.

Compliance with Registration Requirements. (i) The Shares have been duly registered under the 1933 Act pursuant to the Registration Statement. The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared become effective under the 1933 Act Act, and no stop order of the Commission preventing or suspending the effectiveness of the Registration Statement or suspending the use of the Preliminary Prospectus or the Prospectus has been issued under the 1933 Actissued, and no proceedings for any such 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 thereto has been complied with. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, effective and at each Applicable Time and each Settlement Datethe Closing Time, as hereinafter defined (and, if any Option Shares are purchased, at the Date of Delivery), the Registration Statement, and all post-effective amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did not and will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Preliminary Prospectus, the Prospectus nor any amendment or supplement thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issuedissued and at the Closing Time (and, and as if any Option Shares are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), included or will include an any untrue statement of a material fact or omitted or will omit to state a 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 include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, the Preliminary Prospectus or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent any Underwriter for use in the Registration Statement Statement, the Preliminary Prospectus or Prospectus Prospectus, it being understood and agreed that the only such information furnished to the Company in writing by the Agent Underwriters consists of the information described in Section 8(b7(f) below. (iii) At the respective times the Prospectus was filed, The Disclosure Package as of the date hereof, as of each Applicable Time and as does not include any untrue statement of each Settlement Datea material fact or omit to state any material fact necessary in order to make the statements therein, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements light of the Trust Indenture Act.circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with information relating to any Underwriter furnished to the

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 Securities have been duly registered under the 1933 ActSecurities Act pursuant to the Registration Statement. The Registration Statement has been declared become effective under the 1933 Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act no later than 10:00 P.M., New York City time, on the date of determination of the public offering price for the Securities, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement and no proceedings for any such purpose, 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. (ii) . At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, or becomes effective and at each Applicable Time and each Settlement Dateas of the date hereof, the Registration Statement, any Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act Securities Act. The Company meets the eligibility requirements for use of a registration statement on Form S-3 in connection with the offer and sale of the Securities hereunder. The Registration Statement meets, and the Trust Indenture offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act. The Registration Statement, as of the date hereof and (excluding any post-each effective amendment for the purpose of filing exhibits date with respect thereto) , 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 amendment amendments or supplement supplements thereto, as of its date, at the their respective times the Prospectus or any such amendment or supplement was issueddates, and as of the date hereof, as of at each Applicable Time and as of each Settlement Date, as the case may be, 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. The representations and warranties set forth in this subsection the immediately preceding paragraph shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agent Xxxxxxx Xxxxx expressly for use in therein. The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or Prospectus it being understood supplements thereto delivered and agreed that to be delivered to Xxxxxxx Xxxxx (electronically or otherwise) in connection with the only such information furnished offering of the Securities were and will be identical to the Company in writing electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus relating to the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filedSecurities, as of the its issue date hereof, and as of each Applicable Time and as of each Settlement Date, it complied did not, does not and will comply not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified, or 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 statements therein, in light of the circumstances, prevailing at that subsequent time, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by Xxxxxxx Xxxxx specifically for use therein. At the time of the initial filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. Each document incorporated by reference in the Registration Statement or the Prospectus heretofore filed, when it was filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the 1933 Act and requirements of the Trust Indenture Exchange Act, and if any further documents so filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On and incorporated after the date hereofof this Agreement will, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Datewhen they are filed, the Indenture complied or will comply conform in all material respects with the applicable requirements of the Trust Indenture Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 Securities have been duly registered under the 1933 ActSecurities Act pursuant to the Registration Statement. The Registration Statement has been declared become effective under the 1933 Securities Act, or, with respect to any registration statement to be filed to register the offer and sale of the Securities pursuant to Rule 462(b) under the Securities Act (a “Rule 462(b) Registration Statement”), will be filed with the Commission and become effective under the Securities Act no later than 10:00 P.M., New York City time, on the date of determination of the public offering price for the Securities, and no stop order preventing or suspending the use of any base prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement and no proceedings for any such purpose, 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. (ii) . At the respective times each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, or becomes effective and at each Applicable Time and each Settlement Dateas of the date hereof, the Registration Statement, any Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act Securities Act. The Company meets the eligibility requirements for use of a registration statement on Form S-3 in connection with the offer and sale of the Securities hereunder. The Registration Statement meets, and the Trust Indenture offering and sale of the Securities as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act. The Registration Statement, as of the date hereof and (excluding any post-each effective amendment for the purpose of filing exhibits date with respect thereto) , 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 amendment amendments or supplement supplements thereto, as of its date, at the their respective times the Prospectus or any such amendment or supplement was issueddates, and as of the date hereof, as of at each Applicable Time and as of each Settlement Date, as the case may be, 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. The representations and warranties set forth in this subsection the immediately preceding paragraph shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agent Xxxxx Fargo expressly for use in therein. The copies of the Registration Statement and any Rule 462(b) Registration Statement and any amendments thereto, any other preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or Prospectus it being understood supplements thereto delivered and agreed that to be delivered to Xxxxx Fargo (electronically or otherwise) in connection with the only such information furnished offering of the Securities were and will be identical to the Company in writing electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Each Issuer Free Writing Prospectus relating to the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filedSecurities, as of the its issue date hereof, and as of each Applicable Time and as of each Settlement Date, it complied did not, does not and will comply not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified, or 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 statements therein, in light of the circumstances, prevailing at that subsequent time, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by Xxxxx Fargo specifically for use therein. At the time of the initial filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act; and, without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby. Each document incorporated by reference in the Registration Statement or the Prospectus heretofore filed, when it was filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the 1933 Act and requirements of the Trust Indenture Exchange Act, and if any further documents so filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On and incorporated after the date hereofof this Agreement will, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Datewhen they are filed, the Indenture complied or will comply conform in all material respects with the applicable requirements of the Trust Indenture Exchange Act; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under the 1933 Act and no stop order suspending the effectiveness Each of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, at the time it became or becomes effective, and at each deemed effective date with respect to the Agent pursuant to Rule 430B(f)(2) under the Securities Act and as of each Applicable Time and each Settlement DateTime, the Registration Statementcomplied, and all post-effective amendments thereto complied complies and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Actdid not, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did does 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, except that the representations and warranties set forth in this sentence do not apply to Agent’s Information (as defined below). The Prospectus and any amendment or supplement thereto, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and as of each Applicable Time will comply in all material respects with the requirements of the Securities Act, and each Prospectus Supplement, Prospectus or issuer free writing prospectus (or any amendments or supplements to any of the foregoing) furnished to the Agent for use in connection with the offering of the Placement Shares was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, date and as of the date hereof, as of each Applicable Time and as of each Settlement DateTime, included 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. The , except that the representations and warranties set forth in this subsection shall sentence do not include apply to Agent’s Information. Each Incorporated Document heretofore filed, when it was filed (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity or, if any amendment with information furnished respect to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only any such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus document was filed, as of the date hereofwhen such amendment was filed), as of each Applicable Time and as of each Settlement Date, it complied and will comply conformed in all material respects with the 1933 requirements of the Exchange Act and were filed on a timely basis with the Trust Indenture ActCommission, and if any further Incorporated Documents so filed by electronic transmission pursuant to XXXXX (except as may and incorporated after the date of this Agreement will be permitted by Regulation S-T under the 1933 Act)filed on a timely basis and, when so filed, will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply conform in all material respects with the applicable requirements of the Trust Indenture Exchange Act; no such Incorporated Document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted 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; and no such Incorporated Document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Compliance with Registration Requirements. (iEach of the Registration Statement and any Rule 462(b) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared 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 order of suspension or revocation of registration pursuant to Section 8(e) of the Investment Company Act of 1940, as amended (the "1940 Act"), and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the CompanyFund, are contemplated by the CommissionSEC, and any request on the part of the Commission SEC for additional information has been complied with. (ii) . At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, the Rule 462(b) Registration Statement, the notification of Form N-8A and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1940 Act and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement supplements thereto, as of its date, at the respective times time the Prospectus prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement 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. The representations Each preliminary prospectus and warranties in this subsection shall not include (i) that the prospectus filed as part of the Registration Statement that constitutes the Statement as originally filed or as part of Eligibility and Qualification (Form T-1) of the Trustee any amendment thereto, or filed pursuant to Rule 497 under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed1933 Act, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply when so filed in all material respects with the 1933 Act and each preliminary prospectus and the Trust Indenture Act, and if prospectus delivered to Claymore for use in connection with this offering was identical to the electronically transmitted copies thereof filed by electronic transmission with the SEC pursuant to XXXXX (XXXXX, except as may be to the extent permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use T. If a Rule 462(b) Registration Statement is required in connection with the applicable offering. (iv) On offering and sale of the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement DateCommon Shares, the Indenture Fund has complied or will comply in all material respects with the applicable requirements of Rule 111 under the Trust Indenture Act1933 Act relating to the payment of filing fees thereof.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 S-3 under the 1933 Act, including the transaction requirements set forth in General Instruction I.B.1 of such form. The Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has been declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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. (ii) . The date of this Agreement is not more than three years subsequent to the initial effective date of the Registration Statement. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable the Closing Time and each Settlement Date(and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did not and and, as amended, as applicable, 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 amendment amendments or supplement thereto, as of its datesupplements thereto (including any prospectus wrapper), at the respective times time the Prospectus or any such amendment or supplement was issuedissued and at the Closing Time (and, and as if any Option Securities are purchased, at the Date of the date hereofDelivery), included or, as of each Applicable Time and amended or supplemented, as of each Settlement Dateapplicable, included or 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. The representations 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 Statutory Prospectus (as defined below) and warranties the information included on Schedule B hereto (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. As used in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements elsewhere in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.this Agreement:

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective by the Commission under the 1933 Act and no Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under or preventing or suspending the 1933 Act, use of any preliminary prospectus or the Prospectus is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company's knowledge, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the Commission's Electronic Data Gathering, Analysis and any request on Retrieval System ("XXXXX"), was identical (except as may be permitted by Regulation S-T under the part Securities Act) to the copy thereof delivered to each of the Commission Underwriters for additional information has been complied with. (ii) At use in connection with the respective times offer and sale of the Offered Shares. The Registration Statement, and any post-at the time it became effective amendment thereto, became effective, and at each Applicable Time all subsequent times during the period beginning on the date hereof and each Settlement Dateending on the later of the Option Closing Date or such date as in the opinion of counsel for the Representative, the Registration StatementProspectus is no longer required by law to be delivered (assuming the absence of Rule 172 under the Securities Act), and all post-effective amendments thereto in connection with sales by the Underwriters or a dealer (the "Prospectus Delivery Period"), complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 therein, in light of the circumstances under which they were made, not misleading. Neither As of the time that the Registration Statement is declared effective, the Time of Sale Prospectus nor (including any amendment or supplement theretopreliminary prospectus wrapper) did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as hereinafter defined in Section 3), the Time of Sale Prospectus, as of its datethen amended or supplemented by the Company, at the respective times the Prospectus or if applicable, will not, contain any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper) as of its date and (as then amended or supplemented) at all subsequent times during the Prospectus Delivery Period, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or any preliminary prospectus, the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Agent any Underwriter expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Underwriters to the Company in writing by the Agent consists of the information described statements contained in Section 8(b) below. (iii) At the respective times "Underwriting" section of the Prospectus was filed, as (other than statements regarding estimated expenses of the date hereof, Offering). All contracts or other documents required to be filed as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with exhibits to the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission Registration Statement pursuant to XXXXX (except as may be permitted by Item 601 of Regulation S-T under K have been so filed and the 1933 Act), will be substantially identical to material terms of such contracts or other documents have been summarized in the copy thereof delivered to Time of Sale Prospectus or the Agent for use Prospectus in connection accordance with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.Regulation S-K.

Compliance with Registration Requirements. (iThe Registration Statement and any Rule 462(b) The Company meets Registration Statement have been declared effective by the requirements for use of Form N-2 Commission under the 1933 Securities Act. The Registration Statement Company has been declared effective under complied to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement, the ADS Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, the ADS Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, the ADS Registration Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filedor to be filed as exhibits to the Registration Statement, the ADS Registration Statement which have not been described or filed as required. The Registration Statement, the ADS Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with said rule. All information and other disclosure materials made publicly available by the 1933 Act Company are true, complete and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply accurate in all material respects respects, and comply with the applicable requirements of the Trust Indenture ActProspectus Regulation, Regulation (EU) No 596/2014 of April 16, 2014 on market abuse, as amended (“MAR”) and applicable French law, including French securities law, the Autorité des Marchés Financiers’ (“AMF”) general regulation (the “AMF General Regulation”) and guidelines. The Prospectus shall not contain any material information regarding the Company that has not been made available by the Company to the public in France in accordance with applicable French law and regulations.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, Statement and any post-effective amendment thereto, thereto became effective, and at each the Applicable Time and each Settlement DateTime, at the Closing Time, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, issued and as of the date hereof, as of each Applicable Time and as of each Settlement DateClosing 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent any Underwriter for use in the Registration Statement or Prospectus Prospectus, it being understood and agreed that the only such information furnished to the Company in writing by the Agent Underwriters consists of the information described in Section 8(b9(e) below. (iii) At the respective times the Prospectus was filedThe Pricing Disclosure Package, as of the date Applicable Time, 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 this subsection shall not include statements in or omissions from the Pricing Disclosure Package made in reliance upon and in conformity with information furnished to the Company by or on behalf of any Underwriter for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriters consists of the information described in Section 9(e) below. (iv) Each Additional Disclosure Item (as defined in Section 6(m) hereof) does not and will not conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus and each such Additional Disclosure Item, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not and 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 representations and warranties in this subsection shall not include statements in or omissions from each Applicable Time Additional Disclosure Item made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Underwriters for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriter consists of the information described in Section 9(e) below. (v) The Preliminary Prospectus when filed under Rule 497 and as of each Settlement Dateits date complied in all material respects with the 1933 Act and the Trust Indenture Act, it complied and when filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), was substantially identical to the copies thereof delivered to the Underwriters for use in connection with this offering. The Prospectus when filed under Rule 497 and as of its date will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent Underwriters for use in connection with the applicable this offering. (ivvi) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and effective, as of each Settlement Datethe Closing Time, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Original Registration Statement has and any Rule 462(b) Registration Statement will have been declared effective by the Commission under the 1933 Securities Act and no prior to the first Issuance Notice. The Company will comply to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was or will be identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, as the Prospectus and any Free Writing Prospectus (defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iEach of the Registration Statement, any Rule 462(b) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has been declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any such purpose, of those purposes have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any . The Company has complied with each request on the part of (if any) from the Commission for additional information has been complied with. (ii) information. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable Time and each Settlement Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement and all post-effective any amendments thereto thereto, as the case may be, complied and and, as so amended, will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the Investment Company Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did not and and, as so amended, 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 amendment amendments or supplement thereto, as of its datesupplements thereto (including any prospectus wrapper), at the respective times time the Prospectus or any such amendment or supplement was issued, and as of the date hereofissued and, as of each Applicable Time and as of each Settlement Dateso supplemented, at 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. The representations Company has not prepared, used or referred to, and warranties will not prepare, use or refer to, any free writing prospectus as defined in this subsection shall not include (i) that part Rule 405 under the 1933 Act. As of the Registration Statement that constitutes Applicable Time (as defined below), the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filedpreliminary prospectus dated [—], 2013, as of the date hereofApplicable Time, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Actinformation included on Schedule B hereto, and if filed by electronic transmission pursuant to XXXXX considered together (except as may be permitted by Regulation S-T under collectively, the 1933 Act“General Disclosure Package”), will be substantially identical did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the copy thereof delivered to statements therein, in the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements light of the Trust Indenture Act.circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, Statement and any post-effective amendment thereto, thereto became effective, and at each the Applicable Time, at the Closing Time and each Settlement Dateapplicable Date of Delivery, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, issued and as of the date hereof, as of each Applicable Closing Time and as each applicable Date of each Settlement DateDelivery, 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent any Underwriter for use in the Registration Statement or Prospectus Prospectus, it being understood and agreed that the only such information furnished to the Company in writing by the Agent Underwriters consists of the information described in Section 8(b9(e) below. (iii) At the respective times the Prospectus was filedThe Pricing Disclosure Package, as of the date Applicable Time, 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 this subsection shall not include statements in or omissions from the Pricing Disclosure Package made in reliance upon and in conformity with information furnished to the Company by or on behalf of any Underwriter for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriters consists of the information described in Section 9(e) below. (iv) Each Additional Disclosure Item (as defined in Section 6(o) hereof) does not and will not conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus and each such Additional Disclosure Item, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not and 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 representations and warranties in this subsection shall not include statements in or omissions from each Applicable Time Additional Disclosure Item made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Underwriters for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriter consists of the information described in Section 9(e) below. (v) The Preliminary Prospectus when filed under Rule 497 and as of each Settlement Dateits date complied in all material respects with the 1933 Act and the Trust Indenture Act, it complied and when filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), was substantially identical to the copies thereof delivered to the Underwriters for use in connection with this offering. The Prospectus when filed under Rule 497 and as of its date will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent Underwriters for use in connection with the applicable this offering. (ivvi) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and effective, as of the Closing Time and each Settlement Dateapplicable Date of Delivery, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for is eligible to use of Form N-2 under the 1933 ActN-2. The Registration Statement (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 declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (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, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, Statement and any post-effective amendment thereto, amendments thereto became effective, and at each the Applicable Time and each Settlement Dateat the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, and all post-effective amendments thereto Statement complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1940 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement thereto, as of its datesupplements thereto (including any prospectus wrapper), at the respective times time the Prospectus or any such amendment or supplement was issued, and as at the Closing Time (and, if any Option Securities are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), 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. The representations Prospectus, each preliminary prospectus and warranties in this subsection shall not include (i) that the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment 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 constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus are made in reliance upon the Prospectus and in conformity with information furnished each preliminary prospectus and the Prospectus delivered to the Company by or on behalf of the Agent Underwriters for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished connection with this offering was 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, the preliminary prospectus supplement, dated ·, together with the base prospectus, dated ·, as filed with the SEC on ·, and the information included on Schedule B hereto (which information the Representatives have informed the Company in writing is being conveyed orally by the Agent consists 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 information described in Section 8(b) below. (iii) At the respective times the Prospectus was filedcircumstances under which they were made, as not misleading. As of the date hereof, as of each the Applicable Time Time, and as of each Settlement Datethe Closing Time (and, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereofany Option Securities are purchased, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as Date of each Settlement DateDelivery), the Indenture complied or will comply in all material respects Marketing Materials (as defined below), together with the applicable requirements information contained in the General Disclosure Package, did not and 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 light of the Trust Indenture Actcircumstances under which they were made, not misleading.

Compliance with Registration Requirements. (iThe Original Registration Statement and any Rule 462(b) The Company meets Registration Statement have been or will be, as applicable, declared effective by the requirements for use of Form N-2 Commission under the 1933 Securities Act. The Registration Statement Company has been declared effective under complied to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 S-3 under the 1933 ActAct relating to the sale of the Securities. The Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has been declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable the Closing Time and each Settlement Date(and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement supplements thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issuedissued and at the Closing Time (and, and as if any Option Securities are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) 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 by or on behalf of any Underwriter through the Agent Representatives expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus it being understood (or any amendment or supplement thereto). Each preliminary prospectus and agreed that the only such information furnished to the Company in writing by the Agent consists prospectus filed as part of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, Registration Statement as originally filed or as part of the date hereof, as of each Applicable Time and as of each Settlement Date, it any amendment thereto complied and will comply when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Trust Indenture Act, and if Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed by electronic transmission with the Commission pursuant to XXXXX (XXXXX, except as may be to the extent permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.T.

Compliance with Registration Requirements. (i) The At the time the Registration Statement became effective under the 1933 Act, the Company meets met the requirements for use of Form N-2 S-3 under the 1933 Act. The Registration Statement has been declared became effective under the 1933 Act on June 6, 2001, and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, Statement and any post-effective amendment amendments thereto, if any, became effective, effective and at each Applicable Time and each Settlement Datethe Closing Time, the Registration Statement, Statement and all post-effective any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, supplements thereto 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agent Underwriter expressly for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists Prospectus. Each prospectus filed as part of the information described in Section 8(b) below. (iii) At Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the respective times the Prospectus was filed1933 Act, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply when so filed in all material respects with the 1933 Act Regulations and the Trust Indenture ActProspectus delivered to the Underwriter for use in connection with this offering will, and if at the time of such delivery, be substantially identical to any electronically transmitted copies thereof filed by electronic transmission with the Commission pursuant to XXXXX (XXXXX, except as may be to the extent permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.T.

Compliance with Registration Requirements. (iThe Original Registration Statement and any Rule 462(b) The Company meets Registration Statement have been declared effective by the requirements for use of Form N-2 Commission under the 1933 Securities Act. The Registration Statement Company has been declared effective under complied to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 S-3 under the 1933 Act. The Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has been declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable the Closing Time and each Settlement Date(and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement thereto, as of its datesupplements thereto (including any prospectus wrapper), at the respective times time the Prospectus or any such amendment or supplement was issuedissued and at the Closing Time (and, and as if any Option Securities are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing (1) by or on behalf of the Agent any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus it being understood or (2) by any Selling Shareholder expressly for use in response to Item 7 of Form S-3 in the Registration Statement or Prospectus. Each preliminary prospectus and agreed that the only such information furnished to the Company in writing by the Agent consists prospectus filed as part of the information described in Section 8(b) below. (iii) At Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the respective times the Prospectus was filed1933 Act, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Trust Indenture Act, and if Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed by electronic transmission with the Commission pursuant to XXXXX (XXXXX, except as may be to the extent permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.T.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective by the Commission under the 1933 Act and no Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and any request on the part sale of the Commission for additional information has been complied with. (ii) At the respective times Offered Shares. Each of the Registration Statement, Statement and any post-effective amendment thereto, at the time it became effective, effective and at each the Applicable Time Time, the Closing Date and each Settlement any Option Closing Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 As of the Applicable Time, the Time of Sale Prospectus nor (including any amendment or supplement theretopreliminary prospectus wrapper) did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section 2), the Time of Sale Prospectus, as of its datethen amended or supplemented by the Company, at the respective times the Prospectus or if applicable, will not, contain any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper) as amended or supplemented, as of its date did not and on the Closing Date and any Option Closing Date will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agent Representative expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Representative to the Company in writing by the Agent consists of the information described in Section 8(b8(c) below. (iii) At . There are no contracts or other documents required to be described in the respective times Time of Sale Prospectus or the Prospectus was filed, or to be filed as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical exhibits to the copy thereof delivered to the Agent for use Registration Statement which have not been described or filed as required. The Company is not an “ineligible issuer” in connection with the applicable offering. (ivoffering of the Offered Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) On under the date hereofSecurities Act has been, at or will be, filed with the respective times Commission in accordance with the Registration Statement and any post-effective amendment thereto became effective and as requirements of each Settlement Datethe Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Indenture complied Securities Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the applicable requirements of Rule 433 under the Trust Indenture ActSecurities Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectus does not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus, including any document incorporated by reference therein, that has not been superseded or modified. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and Road Shows, if any, furnished to the Representative before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representative, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. (i) The Company meets and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form N-2 S-3 under the 1933 Securities Act. The Registration Statement has been filed with the Commission under the Securities Act and has been declared effective by the Commission under the 1933 Securities Act. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and no comply in all material respects with said Rule. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Actsuch registration statement is in effect, and no proceedings for any such purpose, have been instituted or purpose are pending before or, to the knowledge of the Company, are contemplated threatened by the Commission, and . The Commission has not issued any request on order preventing or suspending the part use of any Prospectus or any Issuer Free Writing Prospectus. Copies of such registration statement that was filed with the Commission for additional information has on or prior to the date of this Agreement have been complied with. (ii) At delivered by the respective times the Registration Statement, and any post-Company to you. When it became effective amendment thereto, became effective, and at each Applicable Time and each Settlement DateTime, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) Statement did not and will not not, and any further amendments to the Registration Statement will not, when they become effective, 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 amendment or supplement thereto, ; as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, date and as of the date hereof, the Prospectus does not, and as of amended or supplemented at each Applicable Time and as of each Settlement Datewill not, included or will include contain an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Incorporated Documents did not, and any further Incorporated Documents filed after the date of this Agreement will not, when filed with the Commission, contain an untrue statement of any material fact 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. The representations ; any Issuer Free Writing Prospectus, as of its issue date and warranties in this subsection shall not include (i) that part as of each Applicable Time, will not, through the completion of the Registration Statement Placement for which such Issuer Free Writing Prospectus is used or deemed used, include any information that constitutes will conflict with the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements information contained in or omissions from the Registration Statement or the Prospectus, including any Incorporated Document that has not been superseded or modified; and any Issuer Free Writing Prospectus made (taken together with the Registration Statement and the Prospectus), as of its issue date and as of each Applicable Time, 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; provided, however, that the representations and warranties set forth in this sentence shall not apply to statements or omissions in any such document in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Agent Agents expressly for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) belowtherein. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets Each of the requirements for use of Form N-2 under the 1933 Act. The Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto has been declared effective under the 1933 Act become effective, and no stop order suspending the effectiveness of the Registration Statement has been issued under by the 1933 Act, Commission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, the Adviser or BDC Partners, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. (ii) At As of the respective times date hereof, (i) when the Registration Statement, Statement and any post-effective amendment thereto, Rule 462(b) Registration Statement became effective, and at when the Prospectus was or is first filed pursuant to Rule 497 under the Securities Act, each Applicable Time and each Settlement Dateas amended or supplemented as of any such time, the Registration Statement, and all post-effective amendments thereto complied and or will comply in all material respects with the applicable requirements of the 1933 Securities Act and the Trust Indenture Actrules and regulations promulgated thereunder, and (excluding ii) the Registration Statement, as amended as of any post-effective amendment for the purpose of filing exhibits thereto) such time, did not and will not contain an any untrue statement of a material fact or and did not and will not omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. Neither , and (iii) the Prospectus nor any amendment Prospectus, amended or supplement thereto, supplemented as of its date, at the respective times the Prospectus or any such amendment or supplement was issuedtime, did not and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include not contain an untrue statement of a material fact or omitted or and did not and will not 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 set forth in this subsection shall the two immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in Content (as hereinafter defined). There are no contracts or other documents required to be filed as exhibits to the Registration Statement or Prospectus it being understood and agreed that which have not been filed as required under the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) belowSecurities Act. (iii) At The Company meets the respective times requirements for use of Form N-2 under the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Securities Act and the Trust Indenture Act, rules and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringregulations thereunder. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective by the Commission under the 1933 Act and no Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect, the Commission has been not issued under any order or notice preventing or suspending the 1933 Actuse of the Registration Statement or any Rule 462(b) Registration Statement, any preliminary prospectus or the Prospectus and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act, and any request on if filed by electronic transmission pursuant to EXXXX (except as may be permitted by Regulation S-T under the part Securities Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares, other than with respect to any artwork and graphics that were not filed. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, effective and at each Applicable Time and each Settlement Datethe date hereof, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 in order to make the statements therein not misleading. Neither the The Prospectus nor (including any amendment Prospectus wrapper), as amended or supplement theretosupplemented, as of its date, at the respective times time of any filing pursuant to Rule 424(b), at the Prospectus or Closing Date (as defined herein) and at any such amendment or supplement was issued, Subsequent Closing Date (as defined herein) did not and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an not 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. The representations and warranties set forth in this subsection shall the two immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of the Agent Representative expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished to the Company in writing by the Agent Representative consists of the information described as such in Section 8(b) below. (iii) At the respective times 8 hereof. There is no contract or other document required to be described in the Prospectus was filed, or to be filed as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant an exhibit to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and that has not been described or filed as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Actrequired.

Compliance with Registration Requirements. (i1) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under conforms, and the 1933 Act Final Prospectus and no stop order suspending the effectiveness of any further amendments or supplements to the Registration Statement has been issued under and the 1933 ActFinal Prospectus will conform, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with to the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did do not and will not not, as of the applicable effective date as to each part of the Registration Statement and as of the Applicable Time and as of the applicable filing date as to the Final Prospectus and any amendment or supplement thereto, 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 in the case of the Final Prospectus, in the light of the circumstances under which they were made; 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 any Underwriter through the Representatives expressly for use in the Registration Statement or the Final Prospectus nor any amendment as amended or supplement theretosupplemented relating to the Securities; and (2) The Disclosure Package, when taken together as a whole, did not, as of its datethe Applicable Time, at the respective times the Prospectus or include any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an untrue statement of a material fact or omitted or will omit to state a 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 each Issuer Free Writing Prospectus listed on Schedule C hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Final Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, 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; provided, however, that this subsection representation and warranty shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from made in the Registration Statement or Prospectus made Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Underwriter through the Agent Representatives expressly for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) belowtherein. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company Each of the Parent Guarantor and the Issuer meets the requirements for use of Form N-2 S-3 under the 1933 Securities Act. The Registration Statement has been declared become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, Securities Act and no proceedings for any such purpose, that purpose have been instituted or are pending or, to the knowledge of the CompanyParent Guarantor or the Issuer, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. . In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (ii) the “Trust Indenture Act”). At the respective times the Registration Statement, Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, Statement and all post-effective any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits theretoii) 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 amendment amendments or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, supplements thereto 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. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) 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 by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described any Underwriter Information (as defined in Section 8(b) below. (iii) At )). Each Preliminary Prospectus and the respective times Prospectus, at the Prospectus time each was filedfiled with the Commission, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Securities Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to Preliminary Prospectus and the copy thereof Prospectus delivered to the Agent Underwriter for use in connection with the applicable offering. (iv) On offering of the date hereofSecurities will, at the respective times the Registration Statement and time of such delivery, be identical to any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects electronically transmitted copies thereof filed with the applicable requirements of Commission pursuant to XXXXX, except to the Trust Indenture Act.extent permitted by Regulation S-T.

Compliance with Registration Requirements. (i) The Company meets the requirements for is eligible to use of Form N-2 under the 1933 ActN-2. The Registration Statement (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 declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (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, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable the Closing Time and each Settlement Date(and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, and all post-effective amendments thereto Statement complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1940 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement thereto, as of its datesupplements thereto (including any prospectus wrapper), at the respective times time the Prospectus or any such amendment or supplement was issued, and as at the Closing Time (and, if any Option Securities are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Agent any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus it being understood (or any amendment or supplement thereto). The Prospectus, each preliminary prospectus and agreed that the only such information furnished to the Company in writing by the Agent consists prospectus filed as part of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, Registration Statement as originally filed or as part of the date hereof, as of each Applicable Time and as of each Settlement Date, it any amendment thereto complied and will comply when so filed in all material respects with the 1933 Act, the 1933 Act Regulations and the Trust Indenture Act, 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 if 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 by electronic transmission with the Commission pursuant to XXXXX (XXXXX, except as may be to the extent permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.T.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Original Registration Statement has and any Rule 462(b) Registration Statement have been declared effective under the 1933 Act Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information with respect to the Original Registration Statement and no any Rule 462(b) Registration Statement. No stop order suspending the effectiveness of the Original Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through EXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and any request on the part sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i1) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under conforms, and the 1933 Act Final Prospectus and no stop order suspending the effectiveness of any further amendments or supplements to the Registration Statement has been issued under and the 1933 ActFinal Prospectus will conform, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with to the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did do not and will not not, as of the applicable effective date as to each part of the Registration Statement and as of the Applicable Time and as of the applicable filing date as to the Final Prospectus and any amendment or supplement thereto, 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 in the case of the Final Prospectus, in the light of the circumstances under which they were made; 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 any Underwriter through the Representatives expressly for use in the Registration Statement or the Final Prospectus nor any amendment as amended or supplement theretosupplemented relating to such Securities; (2) The Disclosure Package, when taken together as a whole, did not, as of its datethe Applicable Time, at the respective times the Prospectus or include any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an untrue statement of a material fact or omitted or will omit to state a 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 each Issuer Free Writing Prospectus listed on Schedule C hereto, does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Final Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, 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; provided, however, that this subsection representation and warranty shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from made in the Registration Statement or Prospectus made Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of an Underwriter through the Agent Representatives expressly for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.therein;

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 S-3 under the 1933 Act. The Registration Statement has been declared (including any Rule 462(b) Registration Statement) is effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or such Rule 462(b) Registration Statement) has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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. . In addition, the Indenture has been duly qualified under the 1939 Act. The Registration Statement (iiincluding any Rule 462(b) At the respective times the Registration Statement), and at the time it or any post-effective amendment thereto, thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective, effective and at each Applicable Time and each Settlement the Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (excluding any post-effective amendment for the purpose of filing exhibits thereto“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 amendment The Prospectus, as amended or supplement theretosupplemented, as of its date, date and at the respective times the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Closing Date, included or did not and will include 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. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) 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 or on behalf of the Agent any Underwriter expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished to the Company in writing by the Agent any Underwriter consists of the information described as such in Section 8(b7(b) below. (iii) At hereof; and the respective times foregoing representations and warranties are given on the basis that any statement contained in a document incorporated or deemed to be incorporated in the Registration Statement or the Prospectus was filed, prior to the Initial Sale Time shall be deemed not to be contained in the Registration Statement or the Prospectus if such statement has been modified or superseded by any statement in the Registration Statement or the Prospectus. The prospectus filed as part of the date hereofRegistration Statement as originally filed and the preliminary prospectus supplement filed pursuant to Rule 424 under the 1933 Act, as of each Applicable Time and as of each Settlement Date, it complied and will comply when so filed in all material respects with the 1933 Act Regulations and the Trust Indenture Act, preliminary prospectus supplement and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof Prospectus delivered to the Agent Underwriters for use in connection with the applicable offering. (iv) On the date hereofoffering of Notes will, at the respective times the Registration Statement and time of such delivery, be identical to any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects electronically transmitted copies thereof filed with the applicable requirements of Commission pursuant to XXXXX, except to the Trust Indenture Act.extent permitted by Regulation S-T.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 S-3 under the 1933 Act. The Registration Statement has been declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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. . The Company is a well-known seasoned issuer (iias defined in Rule 405 under the 0000 Xxx) and the Company is eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement. At the respective times the Registration Statement, Statement and any post-effective amendment thereto, thereto became effective, and at each Applicable the Closing Time and each Settlement Dateand, if any Option Securities are purchased, at the Date of Delivery, the Registration Statement, Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1934 Act and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 Preliminary Prospectus nor any amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, date and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will it was filed with the Commission did 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 light of the circumstances under which they were made, not misleading. At the time of pricing of the Securities, at the Closing Date and at the Date of Delivery, the Preliminary Prospectus (including, for purposes of this sentence, the pricing information provided orally by the Underwriters to prospective purchasers before confirming sales), by itself and together with any combination of one or more of the then issued Permitted Free Writing Prospectuses, did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Permitted Free Writing Prospectus, if any, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, as of its date did not and, when taken together with the pricing information provided orally by the Underwriters to prospective purchasers before confirming sales, at the Closing Date and Date of Delivery, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Date of Delivery, the Prospectus, as amended or supplemented, 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 light of the circumstances under which they were made, not misleading. Any statutes, regulations, contracts or other documents that are required to be described in the Prospectus or the Registration Statement, and any post-effective amendments thereto, or to be filed as exhibits thereto have been so described or filed. The representations and warranties in this subsection shall not include apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (iiA) statements in or omissions from the Registration Statement Statement, the Preliminary Prospectus, any Permitted Free Writing Prospectus or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agent any Underwriter expressly for use in the Registration Statement Statement, the Preliminary Prospectus, any Permitted Free Writing Prospectus or the Prospectus it being understood and agreed (provided however, that the only such information furnished shall be limited to the Company in writing by the Agent consists of the information described in the final proviso contained in Section 8(b7(a)) below. or (iiiB) At those parts of the respective times Registration Statement that constitute the Prospectus was filedStatements of Eligibility (Forms T-1) under the Trust Indenture Act of 1939, as amended, of the date hereoftrustees referred to in the Registration Statement. The Preliminary Prospectus, any Permitted Free Writing Prospectus and the prospectus filed as part of each Applicable Time and the Registration Statement as originally filed or as part of each Settlement Dateany amendment thereto, it or filed pursuant to Rule 424 or Rule 433 under the 1933 Act (if such filing is required), complied and will comply when so filed in all material respects with the 1933 Act Act. The Preliminary Prospectus, any Permitted Free Writing Prospectus (if applicable) and the Trust Indenture Act, and if Prospectus delivered to the Underwriters for use in connection with this offering was identical to any electronically transmitted copies thereof filed by electronic transmission with the Commission pursuant to XXXXX (except as may be to the extent permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.T.

Compliance with Registration Requirements. (iEach of the Initial Registration Statement and any Rule 462(b) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared 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, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, or become effective and at each Applicable Time and each Settlement the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date), the Initial Registration Statement, any Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement supplements thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issued, at the Closing Date (and, if any Option Securities are purchased, at the applicable Option Closing Date) and as at any time when a prospectus is required by applicable law to be delivered in connection with sales of the date hereof, as of each Applicable Time and as of each Settlement Date, 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or 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 Agent Representatives expressly for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished Prospectus. Each preliminary prospectus delivered to the Company Underwriters for use in writing by connection with the Agent consists offering of the information described in Section 8(b) below. (iii) At the respective times Securities and the Prospectus was filed, as of and any amendments or supplements thereto filed pursuant to the date hereof, as of each Applicable Time and as of each Settlement Date, it 1933 Act complied and will comply when so filed in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under each preliminary prospectus and the 1933 Act), will be substantially identical to the copy thereof Prospectus and any amendments or supplements thereto delivered to the Agent Underwriters for use in connection with the applicable offering. (iv) On offering of the date hereof, at Securities was and will be identical to the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects electronically transmitted copy thereof filed with the applicable requirements of Commission pursuant to XXXXX, except to the Trust Indenture Act.extent permitted by Regulation S-T.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 S-3 under the 1933 Act. The Registration Statement (including any Rule 462(b) Registration Statement) has been declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or such Rule 462(b) Registration Statement) has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement (including any Rule 462(b) Registration Statement, ) and any post-effective amendment thereto, amendments thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission (the "Annual Report on Form 10-K")) became effective, effective and at each Applicable Time and each Settlement Dateas of the date hereof, the Registration Statement (including any Rule 462(b) Registration Statement, ) and all post-effective any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 as defined below, neither the Prospectus nor any amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, amendments and as of the date hereof, as of each Applicable Time and as of each Settlement Date, supplements thereto 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. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) 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 the Agent you expressly for use in the Registration Statement or Prospectus it being understood the Prospectus. Each preliminary prospectus and agreed that the only such information furnished to the Company in writing by the Agent consists prospectus filed as part of the information described in Section 8(b) below. (iii) At Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the respective times the Prospectus was filed1933 Act, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply when so filed in all material respects with the 1933 Act Regulations and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof Prospectus delivered to the Agent you for use in connection with the applicable offering. (iv) On offering of the date hereofShares will, at the respective times the Registration Statement and time of such delivery, be identical to any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects electronically transmitted copies thereof filed with the applicable requirements of Commission pursuant to XXXXX, except to the Trust Indenture Act.extent permitted by Regulation S-T.

Compliance with Registration Requirements. (iThe Original Registration Statement and any Rule 462(b) The Company meets Registration Statement have been or will be declared effective by the requirements for use of Form N-2 Commission under the 1933 Securities Act. The Registration Statement Company has been declared effective under complied or will comply to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, the ADS Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, the ADS Registration Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Original Registration Statement has been and any Rule 462(b) Registration Statement filed after the date of this Agreement will be declared effective by the Commission under the 1933 Act and no Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Original Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Dateall subsequent times, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iEach of the Registration Statement and any Rule 462(b) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared 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 order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the CompanyTrust or the Administrator, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. (ii) with in all material respects. At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable Time and each Settlement Datethe Closing Time, the Registration Statement, the Rule 462(b) Registration Statement, the notification of Form N-8A and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Trust Indenture Act, Rules and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement supplements thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issued, issued and as of at the date hereof, as of each Applicable Time and as of each Settlement DateClosing 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. The representations If Rule 434 is used, the Trust will comply with the requirements of Rule 434 and warranties in this subsection the Prospectus shall not include (i) that 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. Each preliminary prospectus and the prospectus filed as part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the 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 XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the AMPS, the Trust has complied or will comply with the requirements of Rule 111 under the 1933 Act Regulations relating to the payment of filing fees thereof. The foregoing representations in this Section 1(a)(i) do not apply to statements or omissions relating to the Underwriters made in reliance upon on and in conformity with information furnished in writing to the Company Trust by the Underwriters or on behalf of the Agent their agents expressly for use in the Registration Statement Statement, the 462(b) Registration Statement, Prospectus or Prospectus it being understood and agreed that the only such information furnished preliminary prospectus (or any amendment or supplement to the Company in writing by the Agent consists any of the information described foregoing), or with respect to representations of the Trust, the descriptions of the Investment Advisor (referred to in Section 8(b(1)(b)(iii) belowof this Agreement) contained in the foregoing. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 S-3 under the 1933 Securities Act. The Registration Statement has been declared become effective under the 1933 Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Securities Act, and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each the Applicable Time and each Settlement the Closing Date, the Registration Statement, Statement and all post-effective any amendments thereto (i) complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Securities Act, and (excluding any post-effective amendment for the purpose of filing exhibits theretoii) 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 amendment amendments or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, supplements thereto 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. The Notwithstanding the foregoing, the representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) 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 by Underwriter Information (as defined below) or on behalf of the Agent for use in Selling Stockholder Information (as defined below). Each Preliminary Prospectus and the Registration Statement or Prospectus it being understood and agreed that Prospectus, at the only such information furnished to time each was filed with the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filedCommission, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Securities Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to Preliminary Prospectus and the copy thereof Prospectus delivered to the Agent Underwriters for use in connection with the applicable offering. (iv) On offering of the date hereofShares will, at the respective times the Registration Statement and time of such delivery, be identical to any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects electronically transmitted copies thereof filed with the applicable requirements of Commission pursuant to XXXXX, except to the Trust Indenture Act.extent permitted by Regulation S-T.

Compliance with Registration Requirements. (iThe Original Registration Statement and any Rule 462(b) Registration Statement have been or will be declared effective by the Commission under the Securities Act prior to the issuance of any Issuance Notice by the Company. The Company meets has complied to the requirements Commission’s satisfaction with all requests of the Commission for use of Form N-2 under the 1933 Actadditional or supplemental information. The Registration Statement has been declared effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus, when filed, complied in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective by the Commission under the 1933 Act and no stop Securities Act. No order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the CompanyFund, are contemplated by the Commission. The Prospectus when filed complied in all material respects with the Securities Act and Investment Company Act. On each Representation Date and as of each Applicable Time, and any request on the part of the Commission for additional information has been complied with. (ii1) At the respective times the Registration Statement, and as amended as of any post-effective amendment thereto, became effectivesuch time, and at each Applicable Time and each Settlement Datethe Prospectus, the Registration Statementas amended or supplemented as of any such time, and all post-effective amendments thereto complied and or will comply in all material respects with the applicable requirements of the 1933 Securities Act and the Trust Indenture Investment Company Act, and (excluding 2) the Registration Statement, as amended as of any post-effective amendment for the purpose of filing exhibits thereto) such time, did not, does not and will not contain an any untrue statement of a material fact or and did not, does not and will not omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. Neither misleading and (3) the Prospectus nor any amendment or supplement theretoProspectus, as amended or supplemented as of its date, at the respective times the Prospectus or any such amendment or supplement was issuedtime, did not and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include not contain an untrue statement of a material fact or omitted or fact, and did not and will not 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 set forth in this subsection shall the immediately preceding sentence do not include (i) that part of apply to, and neither the Registration Statement that constitutes Fund nor the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act Adviser makes any representations or (ii) warranties as to, statements in or omissions from the Registration Statement or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Jxxxx furnished to the Company Fund or the Adviser by or on behalf of the Agent Jxxxx for use in therein. The Fund’s registration statement on Form 8-A under the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists Securities Exchange Act of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed1934, as of the date hereofamended, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture rules and regulations thereunder (the “Exchange Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering”) is effective. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iPrior to the first Issuance Notice, the Original Registration Statement and any Rule 462(b) The Company meets Registration Statement shall have been declared effective by the requirements for use of Form N-2 Commission under the 1933 Securities Act. The Registration Statement Company has been declared effective under complied with all requests of the 1933 Act and no Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, and at each Applicable Time or becomes effective and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iEach of the Registration Statement and any Rule 462(b) The Company meets the requirements for use of Form N-2 Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. The Registration Statement Neither the Company nor the A-1 Series has been declared effective received notice of any stop order issued under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement has been issued under the 1933 Actor any post-effective amendment thereto, and no proceedings for any such purpose, that purpose have been instituted or are pending or, to the knowledge of the CompanyCompany or the A-1 Series, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. (ii) . At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable the Closing Time and each Settlement Date(and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement thereto, as of its datesupplements thereto (including any prospectus wrapper), at the respective times time the Prospectus or any such amendment or supplement was issuedissued and at the Closing Time (and, and as if any Option Securities are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), 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. The representations 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 Statutory Prospectus (as defined below) as of the Applicable Time and warranties the information set forth on Schedule B 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, nor (z) any individual Written Testing-the-Waters Communication 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 shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements elsewhere in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.this Agreement:

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under the 1933 Act and no stop order suspending the effectiveness Each of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, at the time it became or becomes effective, and at each deemed effective date with respect to the Agent pursuant to Rule 430B(f)(2) under the Securities Act and as of each Applicable Time and each Settlement DateTime, the Registration Statementcomplied, and all post-effective amendments thereto complied complies and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Actdid not, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did does 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, except that the representations and warranties set forth in this sentence do not apply to Agent Information (as defined herein). The Prospectus and any amendment or supplement thereto, when so filed with the Commission under Rule 424(b) under the Securities Act, complied, complies and, as of each Applicable Time, will comply in all material respects with the requirements of the Securities Act, and each Prospectus Supplement, Prospectus or Issuer Free Writing Prospectus (as defined herein) (or any amendments or supplements to any of the foregoing) furnished to the Agent for use in connection with the offering of the Placement Securities was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. Neither the Prospectus nor any amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, date and as of the date hereof, as of each Applicable Time and as of each Settlement DateTime, included 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. The , except that the representations and warranties set forth in this subsection shall sentence do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act apply to Agent Information. The interactive data in eXtensible Business Reporting Language included or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company incorporated by or on behalf of the Agent for use reference in the Registration Statement or Prospectus it being understood and agreed that fairly presents the only such required information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply called for in all material respects and has been prepared in accordance with the 1933 Act Commission’s rules and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the guidelines applicable offeringthereto. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iThe Original Registration Statement and any Rule 462(b) The Company meets the requirements for use of Form N-2 Registration Statement under the 1933 Securities Act (“a Rule 462(b) Registration Statement”) have been declared or deemed effective by the Commission under the Securities Act. The Registration Statement Company has been declared effective under complied to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and any request on the part sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iThe Original Registration Statement and any Rule 462(b) The Company meets Registration Statement have been declared effective by the requirements for use of Form N-2 Commission under the 1933 Securities Act. The Registration Statement Company has been declared effective under complied to the 1933 Act and no Commission’s satisfaction with all requests (if any) of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus, when filed, complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the electronically transmitted copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iEach of the Registration Statement and any Rule 462(b) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared 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 order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the CompanyFund or each Investment Adviser, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. (ii) . At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable the Closing Time and each Settlement Date(and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Trust Indenture Act, Rules and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement supplements thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issuedissued and at the Closing Time (and, and as if any Option Securities are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), 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. The representations If Rule 434 is used, the Fund will comply with the requirements of Rule 434 and warranties in this subsection the Prospectus shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements be “materially different”, as such term is used in or omissions Rule 434, from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use prospectus included in the Registration Statement or Prospectus at the time it being understood became effective. Each preliminary prospectus and agreed that the only such information furnished to the Company in writing by the Agent consists prospectus filed as part of the information described in Section 8(b) below. (iii) At effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the respective times the Prospectus was filed1933 Act, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply when so filed in all material respects with the 1933 Act Rules and Regulations and each preliminary prospectus and the Trust Indenture Act, and if Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed by electronic transmission with the Commission pursuant to XXXXX (EXXXX, except as may be to the extent permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use T. If a Rule 462(b) Registration Statement is required in connection with the applicable offering. (iv) On offering and sale of the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement DateSecurities, the Indenture Fund has complied or will comply in all material respects with the applicable requirements of Rule 111 under the Trust Indenture Act1933 Act Regulations relating to the payment of filing fees thereof.

Compliance with Registration Requirements. The Original Registration Statement and any Rule 462(b) Registration Statement (ias defined below) The Company meets have been declared or are deemed effective by the requirements for use of Form N-2 Commission under the 1933 Securities Act. The Registration Statement Company has been declared effective under complied to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued or any registration statement filed under Rule 462(b) under the 1933 Act, Securities Act (a “Rule 462(b) Registration Statement”) is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through XXXXX (except as may be permitted by Regulation S T under the Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and any request on the part sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iThe Original Registration Statement and any registration statement filed pursuant to Rule 462(b) The Company meets the requirements for use of Form N-2 under the 1933 Securities Act (a “Rule 462(b) Registration Statement”) have been or will be declared effective by the Commission under the Securities Act. The Registration Statement Company has been declared effective under complied or will comply with the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iThe Original Registration Statement and any Rule 462(b) The Company meets Registration Statement have been or will be declared effective by the requirements for use of Form N-2 Commission under the 1933 Securities Act. The Registration Statement Company has been declared effective under complied to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed with the Commission through its Electronic Data Gathering, Analysis and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, or becomes effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective by the Commission under the 1933 Act and no Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under or preventing or suspending the 1933 Act, use of any preliminary prospectus or the Prospectus is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the knowledge of the Company’s knowledge, are contemplated or threatened by the Commission. Each preliminary prospectus and the Prospectus when filed complied or will comply in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the Commission’s Electronic Data Gathering, Analysis and any request on Retrieval System (“XXXXX”), was identical (except as may be permitted by Regulation S-T under the part Securities Act) to the copy thereof delivered to each of the Commission Underwriters for additional information has been complied with. (ii) At use in connection with the respective times offer and sale of the Offered Shares. The Registration Statement, and any post-at the time it became effective amendment thereto, became effective, and at each Applicable Time all subsequent times during the period beginning on the date hereof and each Settlement Dateending on the later of the Option Closing Date or such date as in the opinion of counsel for the Representative, the Registration StatementProspectus is no longer required by law to be delivered (assuming the absence of Rule 172 under the Securities Act), and all post-effective amendments thereto in connection with sales by the Underwriters or a dealer (the “Prospectus Delivery Period”), complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 therein, in light of the circumstances under which they were made, not misleading. Neither As of the time that the Registration Statement is declared effective, the Time of Sale Prospectus nor (including any amendment or supplement theretopreliminary prospectus wrapper) did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as hereinafter defined in Section 3), the Time of Sale Prospectus, as of its datethen amended or supplemented by the Company, at the respective times the Prospectus or if applicable, will not, contain any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper) as of its date and (as then amended or supplemented) at all subsequent times during the Prospectus Delivery Period, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or any preliminary prospectus, the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Agent any Underwriter expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Underwriters to the Company in writing by the Agent consists of are the information described statements contained in Section 8(b) below. (iii) At the respective times “Underwriting” section of the Prospectus was filed, as (other than statements regarding estimated expenses of the date hereof, Offering). All contracts or other documents required to be filed as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with exhibits to the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission Registration Statement pursuant to XXXXX (except as may be permitted by Item 601 of Regulation S-T under K have been so filed and the 1933 Act), will be substantially identical to material terms of such contracts or other documents have been summarized in the copy thereof delivered to Time of Sale Prospectus or the Agent for use Prospectus in accordance with the requirements of Regulation S-K. The Company is not an “ineligible issuer” in connection with the applicable offering. (ivOffering of the Offered Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) On under the date hereofSecurities Act has been, at or will be, filed with the respective times Commission in accordance with the Registration Statement and any post-effective amendment thereto became effective and as requirements of each Settlement Datethe Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Indenture complied Securities Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the applicable requirements of Rule 433 under the Trust Indenture Securities Act, including without limitation timely filing with the Commission or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus, including any document incorporated by reference therein. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to the Representative before first use, the Company has not prepared, used or referred to, and will not, without the Representative’s prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. (i) The Company meets the requirements for is eligible to use of Form N-2 under the 1933 ActN-2. The Registration Statement (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 declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (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, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, Statement and any post-effective amendment thereto, amendments thereto became effective, and at each the Applicable Time and each Settlement Dateat the Closing Time, the Registration Statement, and all post-effective amendments thereto Statement complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1940 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement thereto, as of its datesupplements thereto (including any prospectus wrapper), at the respective times time the Prospectus or any such amendment or supplement was issued, and as of at the date hereof, as of each Applicable Time and as of each Settlement DateClosing 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. The Prospectus, the preliminary prospectus and the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment 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 the preliminary prospectus that are made in the Prospectus and the 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 XXXXX, except to the extent permitted by Regulation S-T. As of the Applicable Time, the preliminary prospectus, together with the information included on Schedule B 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. As of the date hereof, as of the Applicable Time, and as of the Closing Time, the Marketing Materials (as defined below), together with the information contained in the General Disclosure Package, did not and 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 light of the circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement, “Applicable Time” means 3:05 P.M. (Eastern time) on September 14, 2016, or such other time as agreed by the Company and the Representatives. As used in this subsection and elsewhere in this Agreement, “Marketing Materials” means the materials, if any, set forth on Schedule D hereto. The representations and warranties in this subsection shall not include apply to (ix) that statements in or omissions from the Registration Statement (or any amendment thereto), including the Rule 430C information, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), the General Disclosure Package or the Marketing Materials made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430C information, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), the General Disclosure Package or the Marketing Materials, or (y) the part of the Registration Statement that constitutes the Statement of Eligibility and Qualification under the 1939 Act (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) belowIndenture. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i1) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under conforms, and the 1933 Act Final Prospectus and no stop order suspending the effectiveness of any further amendments or supplements to the Registration Statement has been issued under and the 1933 ActFinal Prospectus will conform, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with to the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did do not and will not not, as of the applicable effective date as to each part of the Registration Statement and as of the Applicable Time and as of the applicable filing date as to the Final Prospectus and any amendment or supplement thereto, 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 in the case of the Final Prospectus, in the light of the circumstances under which they were made; 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 the Underwriter expressly for use in the Registration Statement or the Final Prospectus nor any amendment as amended or supplement theretosupplemented relating to the Securities; (2) The Disclosure Package, when taken together as a whole, did not, as of its datethe Applicable Time, at the respective times the Prospectus or include any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an untrue statement of a material fact or omitted or will omit to state a 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 each Issuer Free Writing Prospectus listed on Schedule C hereto, if any, does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Final Prospectus and each such Issuer Free Writing Prospectus, if any, as supplemented by and taken together with the Disclosure Package as of the Applicable Time, 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; provided, however, that this subsection representation and warranty shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from made in the Registration Statement or Prospectus made Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Agent Underwriter expressly for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.therein;

Compliance with Registration Requirements. (i) The Company meets Each document, if any, filed or to be filed pursuant to the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under the 1933 Exchange Act and no stop order suspending incorporated by reference in the effectiveness Time of Sale Prospectus or the Registration Statement has been issued under the 1933 Act, and no proceedings for any such purpose, have been instituted Prospectus complied 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply when so filed in all material respects with the requirements of the 1933 Exchange Act and the Trust Indenture Actapplicable rules and regulations of the Commission thereunder, (ii) each of the Registration Statement and (excluding any post-effective amendment for the purpose of filing exhibits thereto) ADS Registration Statement, when it became effective, did not and contain and, as amended or supplemented, if applicable, 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 , (iii) each of the Registration Statement, the ADS Registration Statement and the Prospectus nor any amendment or supplement theretocomply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of its datethe Commission thereunder, (iv) the Time of Sale Prospectus does not, and at the respective times time of each sale of the Securities in connection with the offering when the Prospectus or any such amendment or supplement was issuedis not yet available to prospective purchasers and at the Closing Date (as defined in Section 5), and as the Time of the date hereofSale Prospectus, as of each Applicable Time and as of each Settlement Datethen amended or supplemented by the Company, included or if applicable, will include an not, 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. The , (v) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vi) the Prospectus does not contain as of its date, and as of the Closing Date (as defined in Section 5 of this Agreement), as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this subsection shall paragraph do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement Statement, the ADS Registration Statement, the Time of Sale Prospectus or the Prospectus it being understood and agreed that the only such based upon information furnished to the Company in writing by the Agent consists of Underwriters through you expressly for use therein, it being understood that the only such information so furnished is described in Section 8(b) below11 of this Agreement. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement Such Selling Stockholder has been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times carefully examined the Registration Statement, the Preliminary Prospectus and the Prospectus and nothing has come to its attention which would lead it to believe that either the Registration Statement or any post-effective amendment amendments thereto, at the time the Registration Statement or such amendments became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) did not and will not contain contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither misleading or that the Preliminary Prospectus nor any amendment or supplement theretothe Prospectus, as of its date, date or at the respective times the Prospectus First Closing Date or any such amendment or supplement was issued, and as of the date hereofSubsequent Closing Date, as of each Applicable Time and as of each Settlement Datethe case may be, included or will include contained 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. The representations and warranties in this subsection shall not include (i) ; provided, however, that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act no representation is made as to any untrue statement or (ii) statements in alleged untrue statement or omissions from the Registration Statement omission or Prospectus alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Agent Representatives expressly for use in the Registration Statement Statement, any Preliminary Prospectus or Prospectus it being understood the Prospectus. Any certificate signed by or on behalf of any Selling Stockholder and agreed delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by such Selling Stockholder to each Underwriter as to the matters covered thereby. Such Selling Stockholder acknowledges that the only such information furnished Underwriters and, for purposes of the opinion to be delivered pursuant to Section 5 hereof, counsel to the Company in writing by and counsel to the Agent consists Underwriters, will rely upon the accuracy and truthfulness of the information described in Section 8(b) belowforegoing representations and hereby consents to such reliance. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iThe Original Registration Statement will be declared effective prior to the first Issuance Notice Date. Any Rule 462(b) Registration Statement filed after the date hereof will be declared effective prior to any Issuance Notice Date following such filing. The Company meets has complied to the requirements Commission’s satisfaction with all requests of the Commission for use of Form N-2 under the 1933 Actadditional or supplemental information. The Registration Statement has been declared effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied, or will comply, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the SEC’s Electronic Data Gathering, Analysis, and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S‑T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, effective and at each Applicable Time and each Settlement Dateall subsequent times, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, as the Prospectus and any Free Writing Prospectus consented to by the Agent pursuant to Section 4(e) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) ‎Section 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid Rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iA) At the time of filing the Registration Statement and any post-effective amendments thereto relating to the Securities, (B) 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 (c) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Company meets the requirements for use of Form N-2 S-3 under the 1933 Act. The Registration Statement has been declared become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto relating to the Securities has been issued and any post-effective amendment thereto under the 1933 Act, Act and no proceedings for any such purpose, 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 relating to the Registration Statement and any post-effective amendment thereto relating to the Securities has been complied with. (ii) . At the respective times the Registration Statement, Statement and any post-effective amendment thereto, amendments thereto relating to the Securities became effective, and at each Applicable Time and each Settlement Date, the Registration Statement, Statement and all post-effective any such amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement thereto, as of its datesupplements thereto relating to the Securities, at the respective times time the Prospectus or any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement 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. The representations Base Prospectus, each preliminary prospectus and warranties in this subsection shall not include (i) that the Prospectus relating to the Securities filed as part of the Registration Statement that constitutes the Statement as originally filed or as part of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished any amendment thereto relating to the Company by Securities, or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished filed pursuant to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filedRule 424, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it when so filed complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act1933 Act Regulations. The Base Prospectus, each preliminary prospectus relating to the Securities and if the Prospectus heretofore delivered to Xxxxx Xxxxxxxx for use in connection with this offering was identical to the electronically transmitted copies thereof filed by electronic transmission with the Commission pursuant to XXXXX (XXXXX, except as may be to the extent permitted by Regulation S-T under T. As of the 1933 ActApplicable Time (as defined below), will be substantially identical neither (x) the Issuer-Represented General Free Writing Prospectus(es) (as defined below) issued at or prior to the copy thereof delivered to Applicable Time and the Agent for use in connection Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus(as defined below), when considered together with the applicable offering. (iv) On General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the date hereofstatements therein, at in the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements light of the Trust Indenture Act.circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. (iThe Original Registration Statement and any registration statement filed under Rule 462(b) The Company meets the requirements for use of Form N-2 under the 1933 Securities Act (a “Rule 462(b) Registration Statement”) have been declared effective by the Commission under the Securities Act. The Registration Statement Company has been declared effective under complied to the 1933 Act and no Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed with the Commission complied in all material respects with the Securities Act and, if filed with the Commission through XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and any request on the part sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, effective and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, the Prospectus and any Free Writing Prospectus (as defined below) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at each Representation Date, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The A Registration Statement has been in respect of the Securities and the Conversion Securities was filed with the Commission on August 25, 2020 and was declared effective under by the 1933 Act and no Commission on September 4, 2020. No stop order suspending the effectiveness of the Registration Statement Statement, any post-effective amendment thereto or any part thereof has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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 on the part of the Commission for additional information has been complied with. (ii) . At the respective times the Registration Statement, Statement and any post-effective amendment thereto, thereto became effective, effective and on each date on which the Prospectus as amended or supplemented is deemed to be a new effective date of the Registration Statement and at each Applicable Time and each Settlement Representation Date, the Registration Statement, and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the Trust Indenture Act1933 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 (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issuedissued nor the Prospectus as amended or supplemented, as of its date and at each Representation Date, nor the Time of Sale Prospectus as of the date hereof, as Time of Sale and at each Applicable Time and as of each Settlement 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. The representations and warranties in this subsection shall not include (i) that part of apply to statements in, or omissions from, the Registration Statement that constitutes Statement, the Statement Time of Eligibility and Qualification (Form T-1) of Sale Prospectus or the Trustee under the Trust Indenture Act Prospectus, as amended or (ii) statements in or omissions from the Registration Statement or Prospectus supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Underwriter through the Agent 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 it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists Basic Prospectus filed as part of the information described in Section 8(b) below. (iii) At Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the respective times the Prospectus was filed1933 Act, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply when so filed in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringRegulations. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective by the Commission under the 1933 Act and no Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Preliminary Prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and any request on the part sale of the Commission for additional information has been complied with. (ii) At the respective times Offered Shares. Each of the Registration Statement, Statement and any post-effective amendment thereto, at the time it became effective, effective and at each Applicable Time and each Settlement Dateall subsequent times, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 therein, in light of the circumstances under which they were made, not misleading. Neither As of the Applicable Time, the Time of Sale Prospectus nor (including any amendment or supplement theretoPreliminary Prospectus wrapper) did not, and at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section 2), the Time of Sale Prospectus, as of its datethen amended or supplemented by the Company, at the respective times the Prospectus or if applicable, will not, contain any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement Date, included or will include an untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper), as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of the Agent Representatives expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Representatives to the Company in writing by the Agent consists of the information described in Section 8(b9(b) below. (iii) At . There are no contracts or other documents required to be described in the respective times Time of Sale Prospectus or the Prospectus was filedor to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Company is not, as and at the time of the date hereof, as filing of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment amendments thereto became effective was not, an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and as 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of each Settlement Datethe Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Indenture complied Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the applicable requirements of Rule 433 under the Trust Indenture ActSecurities Act including timely filing with the Commission or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts with or will conflict with the information contained in the Registration Statement, the Preliminary Prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus. Except for the free writing prospectuses, if any, identified in Schedule B hereto, and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

Compliance with Registration Requirements. (iThe Original Registration Statement will be declared effective prior to the first Issuance Notice Date following the date hereof. Any Rule 462(b) Registration Statement filed after the date hereof will be declared effective prior to any Issuance Notice Date following such filing. The Company meets has complied to the requirements Commission’s satisfaction with all requests of the Commission for use of Form N-2 under the 1933 Actadditional or supplemental information. The Registration Statement has been declared effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied, or will comply, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the SEC’s Electronic Data Gathering, Analysis, and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S-T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, effective and at each Applicable Time and each Settlement Dateall subsequent times, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, as the Prospectus and any Free Writing Prospectus consented to by the Agent pursuant to Section 4(e) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid Rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, Statement and any post-effective amendment thereto, thereto became effective, and at each the Applicable Time, at the Closing Time and each Settlement Dateapplicable Date of Delivery, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, issued and as of the date hereof, as of each Applicable Closing Time and as each applicable Date of each Settlement DateDelivery, 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent any Underwriter for use in the Registration Statement or Prospectus Prospectus, it being understood and agreed that the only such information furnished to the Company in writing by the Agent Underwriters consists of the information described in Section 8(b9(e) below. (iii) At the respective times the Prospectus was filedThe Pricing Disclosure Package, as of the date Applicable Time, 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 this subsection shall not include statements in or omissions from the Pricing Disclosure Package made in reliance upon and in conformity with information furnished to the Company by or on behalf of any Underwriter for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriters consists of the information described in Section 9(e) below. (iv) Each Additional Disclosure Item (as defined in Section 6(n) hereof) does not and will not conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus and each such Additional Disclosure Item, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not and 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 representations and warranties in this subsection shall not include statements in or omissions from each Applicable Time Additional Disclosure Item made in reliance upon and in conformity with information furnished to the Company by or on behalf of any Underwriter for use therein, it being understood and agreed that the only such information furnished to the Company in writing by the Underwriters consists of the information described in Section 9(e) below. (v) The Preliminary Prospectus when filed under Rule 497 and as of each Settlement Dateits date complied in all material respects with the 1933 Act and the Trust Indenture Act, it complied and when filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), was substantially identical to the copies thereof delivered to the Underwriters for use in connection with this offering. The Prospectus when filed under Rule 497 and as of its date will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent Underwriters for use in connection with the applicable this offering. (ivvi) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and effective, as of the Closing Time and each Settlement Dateapplicable Date of Delivery, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iThe Original Registration Statement will be declared effective prior to the first Issuance Notice Date. Any Rule 462(b) Registration Statement filed after the date hereof will be declared effective prior to any Issuance Notice Date following such filing. The Company meets has complied, or will comply, to the requirements Commission’s satisfaction with all requests of the Commission for use of Form N-2 under the 1933 Actadditional or supplemental information. The Registration Statement has been declared effective under the 1933 Act and no No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, or any Rule 462(b) Registration Statement is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Prospectus when filed complied, or will comply, in all material respects with the Securities Act and, if filed by electronic transmission pursuant to the SEC’s Electronic Data Gathering, Analysis, and any request on Retrieval system (“XXXXX”) (except as may be permitted by Regulation S‑T under the part Securities Act), was identical to the copy thereof delivered to the Agent for use in connection with the issuance and sale of the Commission for additional information has been complied with. (ii) At the respective times Shares. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it became effective, effective and at each Applicable Time and each Settlement Dateall subsequent times, the Registration Statement, and all post-effective amendments thereto complied and will comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment or supplement thereto, as of its date, at the respective times the Prospectus or any such amendment or supplement was issued, and as As of the date hereofof this Agreement, as the Prospectus and any Free Writing Prospectus consented to by the Agent pursuant to Section 4(e) considered together (collectively, the “Time of each Applicable Time and as of each Settlement Date, included or will include an Sale Information”) did not contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent times, did not and will not contain any 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 set forth in this subsection shall the three immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, any Rule 462(b) Registration Statement, or Prospectus any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by or on behalf of the Agent expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Agent to the Company in writing by the Agent consists of the information described in Section 8(b) ‎Section 6 below. (iii) At the respective times . There are no contracts or other documents required to be described in the Prospectus was filed, or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Registration Statement and the offer and sale of the date hereof, Shares as contemplated hereby meet the requirements of each Applicable Time Rule 415 under the Securities Act and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offeringsaid Rule. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iA) At the time of filing the Registration Statement and any post-effective amendments thereto, (B) at the earliest time thereafter that the Company or another offering participant made a bona fide offer of the Securities, and (C) at the date hereof, the Company was not an “ineligible issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”). The Company meets the requirements for use of Form N-2 S-3 under the 1933 Act. The Registration Statement has been declared is an automatic shelf registration statement as defined in Rule 405, the Company is eligible to use the Registration Statement as an automatic shelf registration statement, the Registration Statement became effective on filing with the Commission under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable Time and each Settlement Datethe Closing Time, the Registration Statement, Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement supplements thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issued, issued and as of at the date hereof, as of each Applicable Time and as of each Settlement DateClosing 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. The representations Each preliminary prospectus and warranties in this subsection shall not include (i) that the prospectus filed as part of the Registration Statement that constitutes the Statement as originally filed or as part of Eligibility and Qualification (Form T-1) of the Trustee any amendment thereto, or filed pursuant to Rule 424 under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Agent for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed1933 Act, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply when so filed in all material respects with the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and if 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 by electronic transmission with the Commission pursuant to XXXXX (XXXXX, except as may be to the extent permitted by Regulation S-T under T. As of the 1933 ActApplicable 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), will be substantially identical to all considered together (collectively, the copy thereof delivered to the Agent for use in connection “General Disclosure Package”), nor (y) any individual Issuer-Represented Limited Use Free Writing Prospectus, when considered together with the applicable offering. (iv) On General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the date hereofstatements therein, at in the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements light of the Trust Indenture Act.circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. (iEach of the Registration Statement and any Rule 462(b) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared 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 any such purpose, 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. (ii) . At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable the Closing Time and each Settlement Date(and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the Trust Indenture Act, 1933 Act Regulations and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement supplements thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issuedissued and at the Closing Time (and, and as if any Option Securities are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agent any Underwriter through Xxxxxxx Xxxxx expressly for use in the Registration Statement or Prospectus it being understood Prospectus. Each preliminary prospectus and agreed that the only such information furnished to the Company in writing by the Agent consists prospectus filed as part of the information described in Section 8(b) below. (iii) At Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the respective times the Prospectus was filed1933 Act, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Trust Indenture Act, and if Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed by electronic transmission with the Commission pursuant to XXXXX (XXXXX, except as may be to the extent permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.T.

Compliance with Registration Requirements. (i) The Company meets the requirements for is eligible to use of Form N-2 under the 1933 ActN-2. The Registration Statement, any Rule 462(b) Registration Statement has been declared and any other post-effective amendment thereto have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, Act and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, the Rule 462(b) Registration Statement, if any, and any post-effective amendment thereto, amendments thereto became effective, at each Representation Date and at each Applicable Time and each Settlement the Expiration Date, the Registration Statement, and all post-effective amendments thereto Statement complied and will comply in all material respects with the applicable requirements of the 1933 Act, the 1940 Act and the Trust Indenture ActRules and Regulations, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) Registration Statement did not and or will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. Neither the Prospectus nor any amendment amendments or supplement thereto, as of its datesupplements thereto (including any prospectus wrapper), at the respective times the time such Prospectus or any such amendment or supplement was issued, at each Representation Date and as of at the date hereof, as of each Applicable Time and as of each Settlement Expiration 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. The representations and warranties in this subsection shall not include (i) ; provided, however, that part none of the Registration Statement that constitutes Company, the Statement of Eligibility and Qualification (Form T-1) of Adviser or the Trustee under Administrator makes any representation or warranty as to the Trust Indenture Act or (ii) statements information contained in or omissions omitted from the Registration Statement or the Prospectus made (or any supplement thereto), in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Agent Dealer Manager specifically for use inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished to by or on behalf of the Company in writing by the Agent Dealer Manager consists of the information described as such in Section 8(b7 hereof. The copies of the Registration Statement and any Rule 462(b) below. (iii) At the respective times Registration Statement and any amendments thereto, the Prospectus was filed, as and any amendments or supplements thereto delivered and to be delivered to the Dealer Manager (electronically or otherwise) in connection with the offering of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied Securities were and will comply in all material respects be identical to the electronically transmitted copies thereof filed with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission Commission pursuant to XXXXX (EXXXX, except as may be to the extent permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture ActCommission (“Regulation S-T”).

Compliance with Registration Requirements. (iA) The Company meets On the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, and no proceedings for any such 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. (ii) At the respective times the Registration Statement, and any post-effective amendment thereto, became effective, and at each Applicable Time and each Settlement Effective Date, the Registration StatementStatement and the Prospectus did comply and, and all post-effective amendments thereto complied and as amended or supplemented, if applicable, will comply in all material respects with the applicable requirements of the 1933 Act, the Exchange Act and the Trust Indenture Actrespective rules thereunder; (B) on the Effective Date and at the Execution Time, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; (C) the Time of Sale Prospectus does not, and (excluding at the time of each sale of the Common Shares in connection with the Offering and at the Closing Date, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any post-effective amendment for the purpose of filing exhibits thereto) 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 therein, in the light of the circumstances under which they were made, not misleading. Neither ; (D) the Prospectus nor does not and, together with any amendment or supplement thereto, as of its dateon the Closing Date will not, at the respective times the Prospectus or include any such amendment or supplement was issued, and as of the date hereof, as of each Applicable Time and as of each Settlement 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. The representations ; and warranties (E) each Broadly Available Road Show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in this subsection shall not include (i) that part the light of the Registration Statement circumstances under which they were made, not misleading; provided, however, that constitutes the Statement of Eligibility and Qualification (Form T-1) of Company makes no representations or warranties as to the Trustee under the Trust Indenture Act or (ii) statements information contained in or omissions omitted from the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus made (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Agent Underwriters specifically for use inclusion in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished to the Company in writing by the Agent consists of the information described in Section 8(b) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply in all material respects with the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Actor any supplement thereto), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Act.

Compliance with Registration Requirements. (iEach of the Registration Statement and any Rule 462(b) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement has been declared 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 order of suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no proceedings for any such purpose, 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. (ii) . At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, amendments thereto became effective, effective and at each Applicable the Closing Time and each Settlement Date(and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A and all post-effective any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act, the 1940 Act and the Trust Indenture Act, Rules and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 amendment amendments or supplement supplements thereto, as of its date, at the respective times time the Prospectus or any such amendment or supplement was issuedissued and at the Closing Time (and, and as if any Option Securities are purchased, at the Date of the date hereof, as of each Applicable Time and as of each Settlement DateDelivery), 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. The representations and warranties in this subsection shall not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company Fund in writing by or on behalf of the Agent an Underwriter expressly for use in the Registration Statement or Prospectus it being understood and agreed that the only such information furnished Prospectus. As of the Applicable Time (as defined below), the Rule 482 Statement (as defined below) issued at or prior to the Company in writing by Applicable Time, if any, the Agent consists of the information described in Section 8(bStatutory Prospectus (as defined below) below. (iii) At the respective times the Prospectus was filed, as of the date hereof, as of each Applicable Time and as of each Settlement Datethe information included on Schedule C hereto, it complied and will comply in all material respects with considered together (collectively, the 1933 Act and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act“General Disclosure Package”), will be substantially identical did not include any untrue statement of a material fact or omitted to state any material fact necessary in order to make the copy thereof delivered to statements therein, in the Agent for use in connection with the applicable offering. (iv) On the date hereof, at the respective times the Registration Statement and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements light of the Trust Indenture Act.circumstances under which they were made, not misleading. As used in this subsection and elsewhere in this Agreement:

Compliance with Registration Requirements. (i) The Company meets the requirements for use of Form N-2 under the 1933 Act. The Registration Statement is a shelf registration statement that has been declared effective by the Commission. No notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Securities Act and no has been received by the Company. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, is in effect and no proceedings for any such purpose, purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Preliminary Prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the Securities Act), was identical to the copy thereof delivered to the Underwriters for use in connection with the offer and any request on the part sale of the Commission for additional information has been complied with. (ii) At the respective times the Offered Shares. The Registration Statement, Statement and any post-effective amendment thereto, at the time it became effective, effective and at the First Closing Date (as defined in Section 3) and, if applicable, as of each Applicable Time and each Settlement DateOption Closing Date (as defined in Section 3), complied and, as amended or supplemented, if applicable, will, as of the Registration Statementdate of such amendment or supplement, and all post-effective amendments thereto complied and will as applicable, comply in all material respects with the requirements of the 1933 Securities Act and the Trust Indenture Act, and (excluding any post-effective amendment for the purpose of filing exhibits thereto) 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 The Time of Sale Prospectus nor any amendment or supplement theretodoes not, as of its date, and at the respective times the Prospectus or any such amendment or supplement was issued, and as time of each sale of the date hereofOffered Shares in connection with the offering and at the First Closing Date (as defined in Section 3) and, if applicable, as of each Applicable Option Closing Date (as defined in Section 3), the Time and of Sale Prospectus, as of each Settlement Datethen amended or supplemented by the Company, included or if applicable, will include an not, contain any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that the Underwriters will notify the Company within a reasonable time prior to any sale occurring other than at the Applicable Time. The Base Prospectus, as amended or supplemented, as of its date and at the First Closing Date, and, if applicable, as of each Option Closing Date, did not and will not contain any 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 set forth in this subsection shall the four immediately preceding sentences do not include (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) apply to statements in or omissions from the Registration Statement Statement, or any post-effective amendment thereto, or the Preliminary Prospectus, the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Agent Representative expressly for use in the Registration Statement or Prospectus therein, it being understood and agreed that the only such information furnished by the Representative to the Company in writing by the Agent consists of the information described in Section 8(b10(C) below. (iii) At . There are no contracts or other documents required to be described in the respective times Time of Sale Prospectus, the Preliminary Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. The Company meets, and at the time the Registration Statement was filedoriginally declared effective the Company met, as the applicable requirements for use of Form S-3 under the date hereof, as of each Applicable Time and as of each Settlement Date, it complied and will comply Securities Act. The documents incorporated or deemed to be incorporated by reference in all material respects with the 1933 Act Preliminary Prospectus and the Trust Indenture Act, and if filed by electronic transmission pursuant to XXXXX (except as may be permitted by Regulation S-T under the 1933 Act), will be substantially identical to the copy thereof delivered to the Agent for use in connection with the applicable offering. (iv) On the date hereofProspectus, at the respective times time they were or hereafter are filed with the Registration Statement Commission, complied and any post-effective amendment thereto became effective and as of each Settlement Date, the Indenture complied or will comply in all material respects with the applicable requirements of the Trust Indenture Exchange Act. The Company is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. The Time of Sale Prospectus complies in all material respects with the requirements of the Securities Act, as of its date and at the First Closing Date and, if applicable, as of each Option Closing Date. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act. Except for the free writing prospectuses, if any, identified on Schedule B, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representative, prepare, use or refer to, any free writing prospectus.