Common use of COVENANTS OF THE COMPANY AND THE ADVISOR Clause in Contracts

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees with you that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the Rules and Regulations under the 1933 Act a Prospectus in a form approved by you containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations under the 1933 Act; (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by you. (ii) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Company will advise you promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; (B) of receipt of any comments from the Commission; (C) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information; and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (iv) The Company will cooperate with you in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the Shares. (v) The Company will deliver to, or upon the order of, you, from time to time, as many copies of any Preliminary Prospectus as you may reasonably request. The Company will deliver to, or upon the order of, you during the period when delivery of a Prospectus is required under the Acts, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you may reasonably request. The Company will deliver to you such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as you may reasonably request. (vi) The Company will comply with the Acts and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by you or a dealer, any event shall occur as a result of which, in the judgment of the Company or in your reasonable opinion, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vii) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 of the Rules and Regulations thereunder and will advise you in writing when such statement has been so made available. (viii) Except for the Shares, no offering, sale, short sale or other disposition of any (A) securities of the Company or (B) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such), will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with your prior written consent. (ix) The Company will use its best efforts to cause the Shares, prior to the Closing Date, to be assigned ratings of "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's") and "AAA" by Fitch Ratings, Inc. ("Fitch"), respectively. (x) The Company shall invest or otherwise use the net proceeds of its sale of the Shares as described under the heading "Use of Proceeds" in the Prospectus in such a manner as to comply with the investment restrictions and the 1940 Act and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Act. (xi) The Company has elected or will elect to be treated as a regulated investment company under Subchapter M of the Code effective for its taxable year ending December 31, 2004, will distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income tax, and will take all actions and omit to take all actions as are necessary to qualify as a regulated investment company under Subchapter M of the Code for the current and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this Agreement. (b) Except for the Shares, the Advisor covenants and agrees with you that no offering, sale, short sale or other disposition of any (i) securities of the Company or (ii) shares of Auction Preferred or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Advisor otherwise than hereunder or with your prior written consent.

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees the Advisor, jointly and severally, covenant and agree with you the several Underwriters that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the 1933 Act Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the 1933 Act Rules and Regulations under the 1933 Act a Prospectus in a form approved by you the Representative containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the 1933 Act Rules and Regulations under the 1933 ActRegulations; (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which you the Representative shall not previously have been advised and furnished with a copy or to which you the Representative shall have reasonably objected in writing or which is not in compliance with the 1933 Act Rules and Regulations; and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by youthe Underwriters. (ii) The For a period lasting until one year after the Closing Date, the Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Company will advise you the Representative promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; (B) of receipt of any comments from the Commission; (C) of any request of the Commission for amendment of the Registration Statement or for supplement to supplementation of the Prospectus or for any additional information; and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (iv) The Company will cooperate with you the Representative in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you the Representative may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided that the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you the Representative may reasonably request for distribution of the Shares. (v) The Company will deliver to, or upon the order of, youthe Representative, from time to time, as many copies of any Preliminary Prospectus as you the Representative may reasonably request. The Company will deliver to, or upon the order of, you the Representative during the period when delivery of a Prospectus is required under the ActsSecurities Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you the Representative may reasonably request. The Company will deliver to you the Representative such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as you the Representative may reasonably request. (vi) The Company will comply with the Acts and Securities Act, the 1933 Act Rules and Regulations, Regulations and the Exchange Act, and the rules and regulations of the Commission thereunderpromulgated under the Exchange Act, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by you an Underwriter or a dealer, any event shall occur as a result of which, in the judgment of the Company or in your the reasonable opinionopinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, or if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vii) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning earnings statement shall satisfy the requirements of Section 11(a) of the 1933 Securities Act and Rule 158 of the 1933 Act Rules and Regulations thereunder and will advise you in writing when such statement has been so made available. (viii) Except for The Company and the SharesAdvisor and each of its officers and directors will not, no offeringwithout the prior written consent of the Representative, saleoffer, short sale sell, contract to sell, pledge, hedge or other otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any (A) securities affiliate of the Company or (B) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such), will be made for a period of 90 days after person in privity with the date of this AgreementCompany, directly or indirectly, by including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction for a period of 180 days following the Applicable Time, provided, however, that the Company otherwise than hereunder may issue and sell shares of Common Stock pursuant to the Dividend Reinvestment Plan. In the event that either (x) during the last 17 days of the 180-day period referred to above, the Company issues an earnings release or with your (y) prior written consentto the expiration of such 180-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the date of the earnings release. (ix) The Company will use its best efforts to cause list, subject to notice of issuance, the Shares, prior to Shares on the Closing Date, to be assigned ratings of "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's") and "AAA" by Fitch Ratings, Inc. ("Fitch"), respectivelyNew York Stock Exchange. (x) The Company shall invest or otherwise use the net proceeds of its sale of the Shares as described under the heading "“Use of Proceeds" ” in the Prospectus in such a manner as to comply with the investment restrictions and the 1940 Act Disclosure Package and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Securities Act. (xi) The Company has elected or will elect to be treated as a regulated investment company under Subchapter M of the Code effective for its taxable year ending December 31, 2004, 2010 will distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income tax, and will take all actions and omit to take all actions as are necessary to qualify as a regulated investment company under Subchapter M of the Code for the current and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this Agreement. (bxii) Except for the SharesThe Company, the Advisor covenants and agrees with you that no offering, sale, short sale or other disposition of any (i) securities of the Company or (ii) shares of Auction Preferred or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such) will be made for during a period of 90 days after two (2) years from the effective date of the its election to be treated as a business development company, will use its best efforts to maintain its status as a “business development company” under the 1940 Act; provided, however, the Company may change the nature of its business so as to cease to be, or to withdraw its election as, a business development company with the approval of the board of directors and a vote of stockholders as required by Section 58 of the 1940 Act or any successor provision. (xiii) The Company will maintain a transfer agent and, if necessary under the jurisdiction of organization of the Company, a registrar for the Common Stock. (xiv) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 a.m., Washington, D.C. time, on the date of this Agreement, directly and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or indirectlygive irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act. (xv) Unless it obtains the prior consent of the Representative, by the Advisor otherwise than hereunder or Company will not use any Marketing Materials in connection with your prior written consentany public offering of any Shares.

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees with you the several Underwriters that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the Rules and Regulations under the 1933 Act a Prospectus in a form approved by you the Representative containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations under the 1933 Act; (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which you the Representative shall not previously have been advised and furnished with a copy or to which you the Representative shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by youthe Underwriters. (ii) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Company will advise you the Representative promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; (B) of receipt of any comments from the Commission; (C) of any request of the Commission for amendment of the Registration Statement or for supplement to supplementation of the Prospectus or for any additional information; and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (iv) The Company will cooperate with you the Representative in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you the 12 Representative may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you the Representative may reasonably request for distribution of the Shares. (v) The Company will deliver to, or upon the order of, youthe Representative, from time to time, as many copies of any Preliminary Prospectus as you the Representative may reasonably request. The Company will deliver to, or upon the order of, you the Representative during the period when delivery of a Prospectus is required under the Acts, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you the Representative may reasonably request. The Company will deliver to you the Representative such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as you the Representative may reasonably request. (vi) The Company will comply with the Acts and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by you an Underwriter or a dealer, any event shall occur as a result of which, in the judgment of the Company or in your the reasonable opinionopinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, or if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vii) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 of the Rules and Regulations thereunder and will advise you in writing when such statement has been so made available. (viii) Except for the Shares, no No offering, sale, short sale or other disposition of any (A) securities of the Company Common Shares or (B) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred Common Shares or derivative of shares of Auction Preferred Common Shares (or agreement for such), ) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with your the prior written consentconsent of the Representative. (ix) The Company will use its best efforts to cause list, subject to notice of issuance, the Shares, prior to Shares on the Closing Date, to be assigned ratings of "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's") and "AAA" by Fitch Ratings, Inc. ("Fitch"), respectivelyAmerican Stock Exchange. (x) The Company shall invest or otherwise use the net proceeds of its sale of the Shares as described under the heading "Use of Proceeds" in the Prospectus in such a manner as to comply with the investment restrictions and the 1940 Act and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Act. (xi) The Company has elected or will elect to be treated as a regulated investment company under Subchapter M of the Code effective for its taxable year ending December 31, 2004, will distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income tax, and will take all actions and omit to take all actions as are necessary to qualify as a regulated investment company under Subchapter M of the Code for the current and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this Agreement. (xii) The Company will maintain a transfer agent and, if necessary under the jurisdiction of organization of the Company, a registrar for the Common Shares. (b) Except for the Shares, the The Advisor covenants and agrees with you the several Underwriters that no offering, sale, short sale or other disposition of any (i) securities of the Company or (ii) shares of Auction Preferred Common Shares or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred Common Shares or derivative of shares of Auction Preferred Common Shares (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Advisor otherwise than hereunder or with your the prior written consentconsent of the Representative.

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees with you the several Underwriters that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the Rules and Regulations under the 1933 Act a Prospectus in a form approved by you the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations under the 1933 Act; (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which you the Representatives shall not previously have been advised and furnished with a copy or to which you the Representatives shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (C) file on a timely basis all reports and any 12 definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by youthe Underwriters. (ii) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Company will advise you the Representatives promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; (B) of receipt of any comments from the Commission; (C) of any request of the Commission for amendment of the Registration Statement or for supplement to supplementation of the Prospectus or for any additional information; and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (iv) The Company will cooperate with you the Representatives in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you the Representatives may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you the Representatives may reasonably request for distribution of the Shares. (v) The Company will deliver to, or upon the order of, youthe Representatives, from time to time, as many copies of any Preliminary Prospectus as you the Representatives may reasonably request. The Company will deliver to, or upon the order of, you the Representatives during the period when delivery of a Prospectus is required under the Acts, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you the Representatives may reasonably request. The Company will deliver to you the Representatives such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as you the Representatives may reasonably request. (vi) The Company will comply with the Acts and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by you an Underwriter or a dealer, any event shall occur as a result of which, in the judgment of the Company or in your the reasonable opinionopinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, or if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vii) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 of the Rules and Regulations thereunder and will advise you in writing when such statement has been so made available. (viii) Except for the Shares, no No offering, sale, short sale or other disposition of any (A) securities of the Company Common Shares or (B) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred Common Shares or derivative of shares of Auction Preferred Common Shares (or agreement for such), ) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with your the prior written consentconsent of RBC Capital Markets Corporation. (ix) The Company will use its best efforts to cause list, subject to notice of issuance, the Shares, prior to Shares on the Closing Date, to be assigned ratings of "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's") and "AAA" by Fitch Ratings, Inc. ("Fitch"), respectivelyAmerican Stock Exchange. (x) The Company shall invest or otherwise use the net proceeds of its sale of the Shares as described under the heading "Use of Proceeds" in the Prospectus in such a manner as to comply with the investment restrictions and the 1940 Act and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Act. (xi) The Company has elected or will elect to be treated as a regulated investment company under Subchapter M of the Code effective for its taxable year ending December 31, 20042005, will distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income tax, and will take all actions and omit to take all actions as are necessary to qualify as a regulated investment company under Subchapter M of the Code for the current and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this Agreement. (xii) The Company will maintain a transfer agent and, if necessary under the jurisdiction of organization of the Company, a registrar for the Common Shares. (b) Except for the Shares, the The Advisor covenants and agrees with you the several Underwriters that no offering, sale, short sale or other disposition of any (i) securities of the Company or (ii) shares of Auction Preferred Common Shares or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred Common Shares or derivative of shares of Auction Preferred Common Shares (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Advisor otherwise than hereunder or with your the prior written consentconsent of RBC Capital Markets Corporation.

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees with you that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the Rules and Regulations under the 1933 Act a Prospectus in a form approved by you containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations under the 1933 Act; (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by you. (ii) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Company will advise you promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; (B) of receipt of any comments from the Commission; (C) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information; and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (iv) The Company will cooperate with you in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the Shares. (v) The Company will deliver to, or upon the order of, you, from time to time, as many copies of any Preliminary Prospectus as you may reasonably request. The Company will deliver to, or upon the order of, you during the period when delivery of a Prospectus is required under the Acts, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you may reasonably request. The Company will deliver to you such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as you may reasonably request. (vi) The Company will comply with the Acts and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by you or a dealer, any event shall occur as a result of which, in the judgment of the Company or in your reasonable opinion, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vii) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 of the Rules and Regulations thereunder and will advise you in writing when such statement has been so made available. (viii) Except for the Shares, no offering, sale, short sale or other disposition of any (A) securities of the Company or (B) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such), will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with your prior written consent. (ix) The Company will use its best efforts to cause the Shares, prior to the Closing Date, to be assigned ratings of "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's") and "AAA" by Fitch Ratings, Inc. ("Fitch"), respectively. (x) The Company shall invest or otherwise use the net proceeds of its sale of the Shares as described under the heading "Use of Proceeds" in the Prospectus in such a manner as to comply with the investment restrictions and the 1940 Act and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Act. (xi) The Company has elected or will elect to be treated as a regulated investment company under Subchapter M of the Code effective for its taxable year ending December 31, 20042005, will distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income tax, and will take all actions and omit to take all actions as are necessary to qualify as a regulated investment company under Subchapter M of the Code for the current and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this Agreement. (b) Except for the Shares, the Advisor covenants and agrees with you that no offering, sale, short sale or other disposition of any (i) securities of the Company or (ii) shares of Auction Preferred or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Advisor otherwise than hereunder or with your prior written consent.

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees with you the several Underwriters that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the Rules and Regulations under the 1933 Act a Prospectus in a form approved by you the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations under the 1933 Act; (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which you the Representatives shall not previously have been advised and furnished with a copy or to which you the Representatives shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by youthe Underwriters. (ii) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Company will advise you the Representatives promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; (B) of receipt of any comments from the Commission; (C) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information; and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (iv) The Company will cooperate with you the Representatives in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you the Representatives may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you the Representatives may reasonably request for distribution of the Shares. (v) The Company will deliver to, or upon the order of, youthe Representatives, from time to time, as many copies of any Preliminary Prospectus as you the Representatives may reasonably request. The Company will deliver to, or upon the order of, you the Representatives during the period when delivery of a Prospectus is required under the Acts, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you the Representatives may reasonably request. The Company will deliver to you the Representatives at or before the Closing Date, four signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representatives such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as you the Representatives may reasonably request. (vi) The Company will comply with the Acts and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by you an Underwriter or a dealer, any event shall occur as a result of which, in the judgment of the Company or in your the reasonable opinionopinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vii) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 of the Rules and Regulations thereunder and will advise you in writing when such statement has been so made available. (viii) Except for the Shares, no No offering, sale, short sale or other disposition of any (A) securities of the Company Common Shares or (B) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred Common Shares or derivative of shares of Auction Preferred Common Shares (or agreement for such), ) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with your the prior written consentconsent of RBC Capital Markets Corporation. (ix) The Company will use its best efforts to cause list, subject to notice of issuance, the Shares, prior to Shares on the Closing Date, to be assigned ratings of "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's") and "AAA" by Fitch Ratings, Inc. ("Fitch"), respectivelyAmerican Stock Exchange. (x) The Company shall invest or otherwise use the net proceeds of its sale of the Shares as described under the heading "Use of Proceeds" in the Prospectus in such a manner as to comply with the investment restrictions and the 1940 Act and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Act. (xi) The Company has elected or will elect intends and expects to be treated qualify as a regulated investment company under Subchapter M of the Code effective for its taxable year ending December 31, 2004, will from and after the Closing and to distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income or excise tax, and the Company has and will take all actions and omit to take all actions as are necessary to qualify as a regulated investment company under Subchapter M of the Code for the current and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this Agreement. (xii) The Company will maintain a transfer agent and, if necessary under the jurisdiction of organization of the Company, a registrar for the Common Shares. (b) Except for the Shares, the The Advisor covenants and agrees with you the several Underwriters that no offering, sale, short sale or other disposition of any (i) securities of the Company or (ii) shares of Auction Preferred Common Shares or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred Common Shares or derivative of shares of Auction Preferred Common Shares (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Advisor otherwise than hereunder or with your the prior written consentconsent of RBC Capital Markets Corporation.

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees with you the several Underwriters that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the Rules and Regulations 424(b) under the 1933 Act a Prospectus in a form approved by you the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations 430A, 430B or 430C under the 1933 Act; , (B) not file any amendment to the Registration Statement or distribute an amendment or supplement to the General Disclosure Package or the Prospectus of which you the Representatives shall not previously have been advised and furnished with a copy or to which you the Representatives shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; Regulations and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by youthe Underwriters. (ii) The Company will (A) not takemake any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be filed by the Company with the Commission under Rule 433 under the Act unless the Representatives approve its use in writing prior to first use (each, directly or indirectlya “Permitted Free Writing Prospectus”); provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es) included on Schedule III hereto, (B) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (C) comply with the requirements of Rules 164 and 433 under the Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (D) not take any action designed that would result in an Underwriter or the Company being required to cause file with the Commission pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or result in, or on behalf of such Underwriter that has constituted or might reasonably be expected such Underwriter otherwise would not have been required to constitute, file thereunder. The Company will satisfy the stabilization or manipulation of conditions in Rule 433 under the price of Act to avoid a requirement to file with the Commission any securities of the Companyelectronic road show. (iii) The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (A) completion of the distribution of the Shares within the meaning of the Act and (B) completion of the 180-day restricted period referred to in Section 4(a)(x) hereof. (iv) The Company will advise you the Representatives promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; , (B) of receipt of any comments from the Commission; , (C) when any supplement to the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed, (D) of any request of the Commission for amendment of the Registration Statement or for supplement to the General Disclosure Package or the Prospectus or for any additional information; and , including, but not limited to, any request for information concerning any Written Testing-the-Waters Communication, (DE) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any Written Testing-the-Waters Communication, or of the institution of any proceedings for that purpose or pursuant to Section 8A of the Act, (F) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include 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 existing when the Prospectus, the General Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading, and (G) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing referred to in clause (E) or suspending the use (G) of the Prospectus this paragraph and to obtain as soon as possible the lifting thereof, if issued. (ivv) The Company will cooperate with you the Representatives in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you the Representatives may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, ; provided that the Company shall not be required to (x) qualify as a foreign corporation or to corporation, (y) file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, or (z) subject itself to taxation in any such jurisdiction if it is not otherwise so subject. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you the Representatives may reasonably request for distribution of the Shares. (vvi) The Company will deliver to, or upon the order of, youthe Representatives, from time to time, as many copies of any Preliminary Prospectus as you the Representatives may reasonably request. The Company will deliver to, or upon the order of, you the Representatives, from time to time, as many copies of any Issuer Free Writing Prospectus as the Representatives may reasonably request. The Company will deliver to, or upon the order of, the Representatives during the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) (the “Prospectus Delivery Period”) is required under the ActsAct, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you the Representatives may reasonably request. The Company will deliver to you the Representatives at or before the Closing Date, four signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representatives such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) ), and of all amendments thereto, as you the Representatives may reasonably request. (vivii) The Company will comply with the Acts Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) is required by law to be delivered by you an Underwriter or a dealer, any event or development shall occur as a result of which, in the judgment of the Company or in your the reasonable opinionopinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (viiviii) If the General Disclosure Package is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event or development shall occur or condition shall exist as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure Package so that the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances, be misleading or conflict with the Registration Statement then on file, or so that the General Disclosure Package will comply with law. (ix) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 of under the Rules and Regulations thereunder Act and will advise you in writing when such statement has been so made available. (viiix) Except for the Shares, no No offering, pledge, sale, contract to sell, short sale or other disposition of any (A) securities shares of Common Stock of the Company or (B) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred Common Stock (including OP Units) or derivative of shares of Auction Preferred Common Stock (or agreement for such), ) will be made for a period of 90 180 days after the date of this Agreementthe Prospectus, directly or indirectly, by the Company otherwise than hereunder or with your the prior written consentconsent of the Representatives, other than shares of Common Stock of other securities issued under the Company’s equity incentive plan in existence on the date hereof. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period following the last day of the 180-day restricted period, then in each case the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of material news or a material event relating to the Company, as the case may be, unless the Representatives waive, in writing, such extension. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period. If the Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Act, on the date hereof and on the date during the 180-day restricted period on which the news release or event described in clause (1) or (2) in the foregoing paragraph above transpires, the extension of the 180-day restricted period described in the foregoing paragraph shall not apply. (ixxi) The Company will use its best efforts to cause list the SharesShares on the New York Stock Exchange. (xii) The Company has caused each of the persons and entities listed in Schedule V hereto to execute and deliver to you, on or prior to the Closing Datedate of this agreement, to be assigned ratings of "Aaa" by Xxxxx'x Investors Servicea letter or letters, Inc. substantially in the form attached hereto as Exhibit A ("Moody's") and "AAA" by Fitch Ratings, Inc. ("Fitch"the “Lockup Agreement”), respectively. (xxiii) The Company shall invest or otherwise use apply the net proceeds of its sale of the Shares as described under the heading "Use of Proceeds" set forth in the Prospectus in such a manner as to comply with Registration Statement, the investment restrictions General Disclosure Package and the 1940 Act Prospectus and shall report file such reports with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Act. (xixiv) The Company has elected shall not invest, or will elect otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of its subsidiaries to be treated register as a regulated an investment company under Subchapter M the 1940 Act. (xv) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock. (xvi) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (xvii) The Company will use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code effective for its taxable year ending December 31, 2004, will distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income tax2013, and the Company will take all actions and omit use its best efforts to take all actions continue to qualify for taxation as are necessary a REIT under the Code unless the Board of Directors of the Company determines that it is no longer in the best interests of the Company to continue to qualify as a regulated investment company under Subchapter M of the Code for the current and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this AgreementREIT. (b) Except for the Shares, the The Advisor covenants and agrees with you that no offering, sale, short sale or other disposition of any the several Underwriters that: (i) securities The Advisor will not take, or will cause its affiliates (within the meaning of Rule 144 under the Company or (iiSecurities Act) shares of Auction Preferred or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such) will be made for a period of 90 days after the date of this Agreementto take, directly or indirectly, by any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (ii) The Advisor agrees that it will not prepare or have prepared on its behalf or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Act), and agrees that it will not distribute any written materials in connection with the offer or sale of the Shares. (iii) During the Prospectus Delivery Period, the Advisor otherwise than hereunder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to the Advisor in the Registration Statement, the Prospectus or with your prior written consentany document comprising the General Disclosure Package.

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees with you that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the Rules and Regulations under the 1933 Act a Prospectus in a form approved by you containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations under the 1933 Act; (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by you. (ii) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Company will advise you promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; (B) of receipt of any comments from the Commission; (C) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information; and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (iv) The Company will cooperate with you in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the Shares. (v) The Company will deliver to, or upon the order of, you, from time to time, as many copies of any Preliminary Prospectus as you may reasonably request. The Company will deliver to, or upon the order of, you during the period when delivery of a Prospectus is required under the Acts, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you may reasonably request. The Company will deliver to you at or before the Closing Date, four signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to you such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as you may reasonably request. (vi) The Company will comply with the Acts and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by you or a dealer, any event shall occur as a result of which, in the judgment of the Company or in your reasonable opinion, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vii) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 of the Rules and Regulations thereunder and will advise you in writing when such statement has been so made available. (viii) Except for the Shares, no offering, sale, short sale or other disposition of any (Ai) securities of the Company or (Bii) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such), will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with your the prior written consent.consent of RBC Dain Rauscher Inc. (ixxx) The Company Xxx Xompany will use its best efforts to cause the Shares, prior to the Closing Date, to be assigned ratings of "Aaa" by Xxxxx'x Moody's Investors Service, Inc. ("Moody'sXxxxx'x") and "AAA" by Fitch Ratings, Inc. ("Fitch"), respectively. (x) The Company shall invest or otherwise use the net proceeds of its sale of the Shares as described under the heading "Use of Proceeds" in the Prospectus in such a manner as to comply with the investment restrictions and the 1940 Act and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Act. (xi) The Company has elected or will elect to be treated as a regulated investment company under Subchapter M of the Code effective for its taxable year ending December 31, 20042003, will distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income taxor excise tax (except as such excise tax may be incurred for its taxable year ending December 31, 2003), and will take all actions and omit to take all actions as are necessary to qualify as a regulated investment company under Subchapter M of the Code for the current current, the preceding, and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this Agreement. (b) Except for the Shares, the Advisor covenants and agrees with you that no offering, sale, short sale or other disposition of any (i) securities of the Company or (ii) shares of Auction Preferred or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Advisor otherwise than hereunder or with your prior written consent.

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees with you that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the Rules and Regulations under the 1933 Act a Prospectus in a form approved by you containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations under the 1933 Act; (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by you. (ii) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Company will advise you promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; (B) of receipt of any comments from the Commission; (C) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information; and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (iv) The Company will cooperate with you in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the Shares. (v) The Company will deliver to, or upon the order of, you, from time to time, as many copies of any Preliminary Prospectus as you may reasonably request. The Company will deliver to, or upon the order of, you during the period when delivery of a Prospectus is required under the Acts, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you may reasonably request. The Company will deliver to you such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as you may reasonably request. (vi) The Company will comply with the Acts and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by you or a dealer, any event shall occur as a result of which, in the judgment of the Company or in your reasonable opinion, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vii) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 of the Rules and Regulations thereunder and will advise you in writing when such statement has been so made available. (viii) Except for the Shares, no offering, sale, short sale or other disposition of any (A) securities of the Company or (B) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such), will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with your prior written consent. (ix) The Company will use its best efforts to cause the Shares, prior to the Closing Date, to be assigned ratings of "Aaa" by Xxxxx'x Moody's Investors Service, Inc. ("Moody'sMoxxx'x") and "AAA" by Fitch Ratings, Inc. ("Fitch"), respectively. (x) The Company shall invest or otherwise use the net proceeds of its sale of the Shares as described under the heading "Use of Proceeds" in the Prospectus in such a manner as to comply with the investment restrictions and the 1940 Act and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Act. (xi) The Company has elected or will elect to be treated as a regulated investment company under Subchapter M of the Code effective for its taxable year ending December 31, 20042005, will distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income tax, and will take all actions and omit to take all actions as are necessary to qualify as a regulated investment company under Subchapter M of the Code for the current and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this Agreement. (b) Except for the Shares, the Advisor covenants and agrees with you that no offering, sale, short sale or other disposition of any (i) securities of the Company or (ii) shares of Auction Preferred or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred or derivative of shares of Auction Preferred (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Advisor otherwise than hereunder or with your prior written consent.

COVENANTS OF THE COMPANY AND THE ADVISOR. (a) The Company covenants and agrees with you the several Underwriters that: (i) The Company will (A) use its best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations under the 1933 Act is followed, to prepare and timely file with the Commission under Rule 497 of the Rules and Regulations under the 1933 Act a Prospectus in a form approved by you the Representative containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations under the 1933 Act; (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which you the Representative shall not previously have been advised and furnished with a copy or to which you the Representative shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by youthe Underwriters. (ii) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (iii) The Company will advise you the Representative promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective; (B) of receipt of any comments from the Commission; (C) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information; and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (iv) The Company will cooperate with you the Representative in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as you the Representative may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as you the Representative may reasonably request for distribution of the Shares. (v) The Company will deliver to, or upon the order of, youthe Representative, from time to time, as many copies of any Preliminary Prospectus as you the Representative may reasonably request. The Company will deliver to, or upon the order of, you the Representative during the period when delivery of a Prospectus is required under the Acts, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as you the Representative may reasonably request. The Company will deliver to you the Representative at or before the Closing Date, four signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representative such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as you the Representative may reasonably request. (vi) The Company will comply with the Acts and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by you an Underwriter or a dealer, any event shall occur as a result of which, in the judgment of the Company or in your the reasonable opinionopinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vii) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the 1933 Act and Rule 158 of the Rules and Regulations thereunder and will advise you in writing when such statement has been so made available. (viii) Except for the Shares, no No offering, sale, short sale or other disposition of any (A) securities of the Company Common Shares or (B) shares of Auction Preferred or any other securities convertible into or exchangeable or exercisable for shares of Auction Preferred Common Shares or derivative of shares of Auction Preferred Common Shares (or agreement for such), ) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with your the prior written consent.consent of RBC Xxxx Xxxxxxxx Inc. (ix) The Company will use its best efforts to cause list, subject to notice of issuance, the Shares, prior to Shares on the Closing Date, to be assigned ratings of "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's") and "AAA" by Fitch Ratings, Inc. ("Fitch"), respectivelyAmerican Stock Exchange. (x) The Company shall invest or otherwise use the net proceeds of its sale of the Shares as described under the heading "Use of Proceeds" in the Prospectus in such a manner as to comply with the investment restrictions and the 1940 Act and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the 1933 Act. (xi) The Company has elected or will elect intends and expects to be treated qualify as a regulated investment company under Subchapter M of the Code effective for its taxable year ending December 31, 2004, will from and after the Closing and to distribute timely all of its investment company taxable income and net capital gain so as to avoid any corporate income taxor excise tax (except such excise tax as may be incurred during the taxable period from Closing to December 31, 2003), and the Company has and will take all actions and omit to take all actions as are necessary to qualify as a regulated investment company under Subchapter M of the Code for the current and all future taxable years and to be consistent otherwise with the foregoing, including, but not limited to, with respect to the investment of the proceeds of the offering of Shares contemplated by this Agreement. (xii) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Shares. (b) Except for the Shares, the The Advisor covenants and agrees with you the several Underwriters that no offering, sale, short sale or other disposition of any (i) securities of the Company or (ii) shares of Auction Preferred Common Shares or other securities convertible into or exchangeable or exercisable for shares of Auction Preferred Common Shares or derivative of shares of Auction Preferred Common Shares (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Advisor otherwise than hereunder or with your the prior written consent.consent of RBC Xxxx Xxxxxxxx Inc.