Common use of Registration Statement and Prospectuses Clause in Contracts

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration form. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus, at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act, the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective by the Commission under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement has and any post-effective amendment thereto is an “automatic shelf registration statement” as defined will have, become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the The Registration Statement, the Rule 462(b) Registration Statement, if anyStatement has, and any post-effective amendment theretothereto will have, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, at the Applicable Time time it was filed with the Commission, complied in all material respects, and each of the Prospectus and any amendment or supplement thereto, at the Closing Time complied and time it was filed with the Commission, will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The preliminary prospectus, at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act, the 1933 Act Regulations and the 0000 Xxx. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-has been declared effective amendment thereto is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the The Registration Statement, the Rule 462(b) Registration Statement, if any, and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP Entities’ knowledgeknowledge of the Company, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (request, if any) , from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and each Date of Delivery, if any, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The preliminary prospectusprospectus that is included in the General Disclosure Package, at the time it was filedfiled with the Commission, complied, and the Prospectus and each amendment or supplement thereto, as of their respective issue dates, and, in each case, at the Applicable Time, the Closing Time and each Date of Delivery, if any, complied and will comply, in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering and of the Prospectus was Securities were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, the Applicable Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The preliminary prospectus, at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act, the 1933 Act Regulations and the 0000 Xxx. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined S-3 under Rule 405 of the 1933 Act that has been filed in connection with the Commission not earlier than three years prior to issuance of the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of Securities. The Registration Statement was declared effective under the 1933 Act objecting to use of by the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each The date of this Agreement is not more than three years subsequent to the initial effective date of the Base Registration Statement, . At the Rule 462(b) respective times the Base Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it thereto became effective, at each deemed effective date with respect to the Applicable Time Underwriters and the Securities pursuant to 430B(f)(2), at the Closing Time complied and at each Date of Delivery (if any), the Registration Statement complied, complies and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2N-2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined have been declared effective by the Commission under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice or have become effective pursuant to Rule 401(g)(2) of 462 under the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional informationinformation in connection with the Registration Statement. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations Regulations, the 1940 Act and the 0000 Xxx1940 Act Regulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations Regulations, the 1940 Act and the 0000 Xxx1940 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedare pending or contemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the The Registration Statement and any post-has been declared effective amendment thereto is an “automatic shelf registration statement” as defined by the Commission under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP knowledge of either of the Transaction Entities’ knowledge, contemplated. The Company has complied with and/or responded to each request (request, if any) , from the Commission for additional information. Each of the The Registration Statement, the Rule 462(b) Registration Statement, if any, and any post-effective amendment thereto, at the time it became effectiveof its effectiveness and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The preliminary prospectusprospectus that is included in the General Disclosure Package, at the time it was filedfiled with the Commission, complied, and the Prospectus and each amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering and of the Prospectus was Securities were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (request, if any) , from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The preliminary prospectusprospectus that is included in the General Disclosure Package, at the time it was filedfiled with the Commission, complied, and the Prospectus complied and each amendment or supplement thereto, as of their respective issue dates, complied, in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering and of the Prospectus was Securities were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared or has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it was declared or became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they were or thereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act, and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated or threatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the applicable requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, applicable requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this the offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible to use Form N‑2for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effectiveof its effectiveness, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, complied and the Prospectus complied will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is was at the time of filing the Registration Statement, and at the time of filing any post-effective amendment thereto, eligible to use Form N‑2S-3 under the 1933Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the preliminary prospectus Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effectiveof its effectiveness, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The preliminary prospectus Preliminary Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedare pending or contemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2. Each S-3 under the 1933 Act in connection with the issuance of the Securities. The Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined were declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of At the respective times the Base Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it amendments thereto became effective, at the Applicable Time and at each deemed effective date with respect to Janney and the Closing Time complied Securities pursuant to 430B(f)(2) and at each Settlement Date, the Registration Statement complied, complies and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each prospectus supplement (including the Base Registration Statement or any amendment thereto), the Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto (including any prospectus wrapper), at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2. Each S-3 under the 1933 Act in connection with the issuance of the Securities. The Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined were declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of At the respective times the Base Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it amendments thereto became effective, at the Applicable Time and at each deemed effective date with respect to Baird and the Closing Time complied Securities pursuant to 430B(f)(2) and at each Settlement Date, the Registration Statement complied, complies and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each prospectus supplement (including the Base Registration Statement or any amendment thereto), the Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto (including any prospectus wrapper), at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the TCP Entities’ knowledgeknowledge of the Company, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the The Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus, at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act, applicable requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement, the Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the any Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, complied in all material respects at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects effective with the requirements of the 1933 Act, Act and the 1933 Act Regulations and Regulations. Each preliminary prospectus (including the 0000 Xxx. The preliminary prospectusprospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time it was filedany supplement thereto or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX or IDEA, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2. Each S-3 under the 1933 Act in connection with the issuance of the Securities. The Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined were declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of At the respective times the Base Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it amendments thereto became effective, at the Applicable Time and at each deemed effective date with respect to Rxxxxxx Jxxxx and the Closing Time complied Securities pursuant to 430B(f)(2) and at each Settlement Date, the Registration Statement complied, complies and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each prospectus supplement (including the Base Registration Statement or any amendment thereto), the Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto (including any prospectus wrapper), at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement, the Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the any Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, complied in all material respects at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects effective with the requirements of the 1933 Act, Act and the 1933 Act Regulations and Regulations. Each preliminary prospectus (including the 0000 Xxx. The preliminary prospectusprospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time it was filedany supplement thereto or any prospectus wrapper prepared in connection therewith, and the Prospectus complied in all material respects at the time it was filed with the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A under the 1933 Act have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the applicable requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, applicable requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were filed with the Commission, complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2. Each S-3 under the 1933 Act in connection with the issuance of the Securities. The Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined were declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of At the respective times the Base Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it amendments thereto became effective, at the Applicable Time and at each deemed effective date with respect to Jefferies and the Closing Time complied Securities pursuant to 430B(f)(2) and at each Settlement Date, the Registration Statement complied, complies and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each prospectus supplement (including the Base Registration Statement or any amendment thereto), the Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto (including any prospectus wrapper), at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2. Each S-3 under the 1933 Act in connection with the issuance of the Securities. The Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined were declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of At the respective times the Base Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it amendments thereto became effective, at the Applicable Time and at each deemed effective date with respect to B. Xxxxx and the Closing Time complied Securities pursuant to 430B(f)(2) and at each Settlement Date, the Registration Statement complied, complies and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each prospectus supplement (including the Base Registration Statement or any amendment thereto), the Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto (including any prospectus wrapper), at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective by the Commission under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effectiveof its effectiveness, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering was, and the Prospectus was or will be be, identical to the electronically transmitted copies thereof filed or to be filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted by the Commission or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effectiveof its effectiveness, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this the offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The Registration Statement, any preliminary prospectus and the Prospectus, and the filing of the Registration Statement, any preliminary prospectus and the Prospectus with the Commission have been duly authorized by and on behalf of the Company, and the Registration Statement has been duly executed pursuant to such authorization.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened. The Company has complied in all material respects with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering the Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The Company meets the applicable requirements for use of Form F-3 under the 1933 Act. The Company is a “foreign private issuer” within the meaning of Rule 405 under the 1933 Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP EntitiesPartnership Parties’ knowledge, contemplatedthreatened. The Company Partnership has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The documents incorporated by reference in each preliminary prospectus, the Prospectus and any amendment or supplement thereto, conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects with the requirements of the 1933 Act and the 1934 Act and the respective regulations promulgated thereunder. Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP knowledge of the Transaction Entities’ knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and Regulations. Each preliminary prospectus (including the 0000 Xxx. The preliminary prospectusprospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXXXXXX or IDEA, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus prospectus, any Issuer Free Writing Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ knowledgeknowledge of the Enbridge Parties, contemplatedthreatened by the Commission. The Company Partnership has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the The Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at complied, and any amendment thereto filed after the Applicable Time and at the Closing Time complied and date hereof will comply comply, in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each preliminary prospectus complied, and the 0000 Xxx. The preliminary prospectusProspectus and any amendment or supplement thereto will comply, at the time it each was filedfiled or will be filed with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened. The Company has complied in all material respects with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering the Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The Company meets the applicable requirements for use of Form F-3 under the 1933 Act. The Company is a “foreign private issuer” within the meaning of Rule 405 under the 1933 Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations Regulations. Each preliminary prospectus and the 0000 Xxx. The preliminary prospectus Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T under the 1933 Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted by or are pending before or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery, complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this the offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for preservation of documentation or additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement, the Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the any Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, complied and will comply in all material respects at the time it became effective, at the Applicable Closing Time and at the Closing Time complied and will comply in all material respects any Date of Delivery with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each preliminary prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), any supplement thereto or any prospectus wrapper prepared in connection therewith, and the 0000 Xxx. The preliminary prospectus, Prospectus complied and will comply with in all material respects at the time it was filed, at the Closing Time and the Prospectus complied in all material respects at any Date of Delivery with the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. 2 [NTD: to include if the Company increases or decreases the size of the offering and effects a stock dividend.]

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined have become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2F-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effectiveeffective and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time and the Prospectus Closing Time complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act, and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, as the case may be, complied or will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP knowledge of the WhiteHorse Entities’ knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time in each case including any documents incorporated by reference therein, complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 0000 XxxInvestment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”). The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus including any documents incorporated by reference therein, complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 0000 XxxInvestment Company Act. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The Company has not prepared, used or referred to, and will not prepare, use or refer to, any free writing prospectus as defined in Rule 405 under the 1933 Act Regulations (“Rule 405”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for preservation of documentation or additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effectiveof its effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the Applicable Time time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the Closing Time time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 1934 Act Regulations and the 0000 Xxx. The preliminary prospectus, at the time it was filed, rules and the Prospectus complied in all material respects with the 1933 Act, the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with regulations of the Commission pursuant to XXXXX, except to under the extent permitted by Regulation S-T.1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied to the Commission’s satisfaction with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and Regulations. Each preliminary prospectus (including the 0000 Xxx. The preliminary prospectusprospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be virtually identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A under the 1933 Act have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery, complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with the offering contemplated by this offering Agreement and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became or becomes effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it was filedor is filed with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for the use of Form N‑2S-3 under the Securities Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formSecurities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ knowledgeknowledge of the Company, contemplatedcontemplated or threatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, including the filing with the Commission of the Company’s Annual Report on Form 10-K for the year ended 2014 (the “Annual Report”), at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Securities Act. Each preliminary prospectus, the 1933 Act Regulations Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 requirements of the Securities Act, the 1933 Act Regulations and the 0000 Xxx. The Each preliminary prospectus delivered by the Company to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2N-2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined became effective under Rule 405 of the 1933 Act that has been filed upon filing with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional informationinformation in connection with the Registration Statement. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations Regulations, the 1940 Act and the 0000 Xxx1940 Act Regulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations Regulations, the 1940 Act and the 0000 Xxx1940 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the applicable requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, applicable requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective by the Commission under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective by the Commission under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible to use Form N‑2for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effectiveof its effectiveness, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, complied and the Prospectus complied will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is Partnership meets the requirements for use of Form S-3 under the 1933 Act. The Securities have been and remain eligible to use Form N‑2. Each of for registration by the Partnership on the Registration Statement and any post-Statement, which was declared effective amendment thereto is an “automatic shelf registration statement” as defined by the Commission under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP EntitiesYieldCo Parties’ knowledge, contemplated. The Company Partnership has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effectiveof its effectiveness and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the Applicable Time time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the Closing Time time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 1934 Act Regulations and the 0000 Xxx. The preliminary prospectus, at the time it was filed, rules and the Prospectus complied in all material respects with the 1933 Act, the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with regulations of the Commission pursuant to XXXXX, except to under the extent permitted by Regulation S-T.1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the applicable requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, applicable requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this the offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement has and any post-effective amendment thereto is an “automatic shelf registration statement” as defined will have, become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the The Registration Statement, the Rule 462(b) Registration Statement, if anyStatement has, and any post-effective amendment theretothereto will have, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, at the Applicable Time time it was filed with the Commission, complied in all material respects, and each of the Prospectus and any amendment or supplement thereto, at the Closing Time complied and time it was filed with the Commission, will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The preliminary prospectus, at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act, the 1933 Act Regulations and the 0000 Xxx. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2F-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2. Each S-3 under the 1933 Act in connection with the issuance of the Securities. The Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined were declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of At the respective times the Base Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it amendments thereto became effective, at the Applicable Time and at each deemed effective date with respect to Cantor and the Closing Time complied Securities pursuant to 430B(f)(2) and at each Settlement Date, the Registration Statement complied, complies and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each prospectus supplement (including the Base Registration Statement or any amendment thereto), the Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto (including any prospectus wrapper), at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP EntitiesPartnership Parties’ knowledge, contemplatedthreatened. The Company Partnership has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The documents incorporated by reference in each preliminary prospectus, the Prospectus and any amendment or supplement thereto, conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects with the requirements of the 1933 Act and the 1934 Act and the respective regulations promulgated thereunder. Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.S‑T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time effective and at each deemed effective date with respect to the Closing Time Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and Regulations. Each preliminary prospectus (including the 0000 Xxx. The preliminary prospectusprospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto), at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus delivered to the Underwriters Underwriter for use in connection with this offering was and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-has become effective amendment thereto is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP EntitiesDelek Parties’ knowledge, contemplatedthreatened by the Commission. The Company Partnership has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the The Registration Statement, the Rule 462(b) Registration Statement, if anyStatement complied, and any post-effective amendment theretoamendments thereto filed after the date hereof will comply, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. The most recent preliminary prospectus conformed, and the 0000 Xxx. The preliminary prospectusProspectus will conform, at the time it each was filedor will be filed with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedare pending or contemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP knowledge of the WhiteHorse Entities’ knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time in each case including any documents incorporated by reference therein, complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 0000 XxxInvestment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”). The preliminary prospectusProspectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus including any documents incorporated by reference therein, complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 0000 XxxInvestment Company Act. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. Except as the Company and the Sales Agent may agree, the Company has not prepared, used or referred to, and will not prepare, use or refer to, any free writing prospectus as defined in Rule 405 under the 1933 Act Regulations (“Rule 405”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2. Each S-3 under the 1933 Act in connection with the issuance of the Securities. The Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined were declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of At the respective times the Base Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it amendments thereto became effective, at the Applicable Time and at each deemed effective date with respect to Baird and the Closing Time complied Securities pursuant to 430B(f)(2) and at each Settlement Date, the Registration Statement complied, complies and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each prospectus supplement (including the Base Registration Statement or any amendment thereto), the Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto (including any prospectus wrapper), at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The preliminary prospectusprospectus included in the General Disclosure Package, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Annual Report”) was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the 1933 Act. The Company meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each preliminary prospectus (if any), the Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus (if any) delivered to the Underwriters Underwriter for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2. Each S-3 under the 1933 Act in connection with the issuance of the Securities. The Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined were declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of At the respective times the Base Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it amendments thereto became effective, at the Applicable Time and at each deemed effective date with respect to Stifel and the Closing Time complied Securities pursuant to 430B(f)(2) and at each Settlement Date, the Registration Statement complied, complies and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Each prospectus supplement (including the Base Registration Statement or any amendment thereto), the Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto (including any prospectus wrapper), at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration form. No and no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each Any request (if any) from on the part of the Commission for additional informationinformation has been complied with. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment and supplement thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and Regulations. Each preliminary prospectus (including the 0000 Xxx. The preliminary prospectusprospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto), at the time it was filed, and the Prospectus complied in all material respects with the 1933 Act, the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations Regulations, and each preliminary prospectus and the 0000 Xxx. The preliminary prospectus Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company's knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it each became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the preliminary prospectus or the any Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP knowledge of the WhiteHorse Entities’ knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at as of each Representation Dates and as of the Applicable Time and at the Closing Time Expiration Time, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations Regulations. Any Prospectus and the 0000 Xxx. The preliminary prospectusany amendment or supplement thereto, at the time it each was filedfiled with the Commission, as of each Representation Dates and as of the Prospectus Expiration Time, complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The preliminary prospectus Any Prospectus delivered to the Underwriters Dealer Manager for use in connection with this offering and the Prospectus Rights Offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The Company has not prepared, used or referred to, and will not prepare, use or refer to, any free writing prospectus as defined in Rule 405 under the 1933 Act Regulations (“Rule 405”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective under Rule 405 of the 1933 Act that has been filed with by the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formCommission. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the applicable requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, applicable requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this the offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP knowledge of the WhiteHorse Entities’ knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time in each case including any documents incorporated by reference therein, complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 0000 XxxInvestment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”). The preliminary prospectusProspectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus including any documents incorporated by reference therein, complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 0000 XxxInvestment Company Act. The preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. Except as the Company and the Sales Agent may agree, the Company has not prepared, used or referred to, and will not prepare, use or refer to, any free writing prospectus as defined in Rule 405 under the 1933 Act Regulations (“Rule 405”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the applicable requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, applicable requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act for primary offerings. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, complied and the Prospectus complied will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has been declared effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at Time, the Closing Time and any Date of Delivery, complied and will comply in all material respects with the applicable requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and, in each case, at the Applicable Time, the Closing Time and the Prospectus any Date of Delivery complied and will comply in all material respects with the 1933 Act, applicable requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering of the Securities and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the The Registration Statement and any post-has become effective amendment thereto is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedthreatened. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date pursuant to Rule 430B(f)(2) under the Closing Time 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act for primary offerings. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplatedcontemplated by the Commission. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, complied and the Prospectus complied will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to meets the requirements for use of Form N‑2S-3 under the 1933 Act. Each of the The Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” (as defined under in Rule 405 of 405) and the 1933 Act that has Securities have been filed with the Commission not earlier than three years prior to the date hereof; and remain eligible for registration by the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the on such automatic shelf registration formstatement. The Registration Statement has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the The Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx. The preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP knowledge of either of the Transaction Entities’ knowledge, contemplated. The Company has complied with and/or responded to each request (request, if any) , from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time and any Date of Delivery complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The preliminary prospectusprospectus that is included in the General Disclosure Package, at the time it was filedfiled with the Commission, complied, and the Prospectus and each amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Closing Time and any Date of Delivery, complied and will comply in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this the offering and of the Prospectus was Securities were or will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T of the 1933 Act (“Regulation S-T”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time of its effectiveness and at each deemed effective date with respect to the Closing Time Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations Regulations. Each preliminary prospectus and the 0000 Xxx. The preliminary prospectus Prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.T. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formSecurities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Securities Act, no order preventing or suspending the use of the preliminary prospectus Base Prospectus or the Prospectus Supplement has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the TCP Entities’ Company’s knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the The Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Securities Act and rules and regulations promulgated thereunder. Each of the 1933 Act Regulations Base Prospectus and the 0000 Xxx. The preliminary prospectusProspectus Supplement, at the time it each was filed, or will be filed, with the Commission, and the Prospectus issuance of the Shares under the Registration Statement complied in all material respects with the 1933 Act, requirements of the 1933 Securities Act Regulations and the 0000 Xxxrules and regulations promulgated thereunder. The preliminary prospectus Prospectus to be delivered to the Underwriters for use Investors in connection with this offering and the Prospectus Offering was or will be identical to the electronically transmitted copies copies, provided that such delivery may be made by the filing by the Company of an electronic version thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.Commission.

Registration Statement and Prospectuses. The Company is eligible to use Form N‑2. Each of the Registration Statement and any post-effective amendment thereto is an “automatic shelf registration statement” as defined has become effective under Rule 405 of the 1933 Act that has been filed with the Commission not earlier than three years prior to the date hereof; the Company has not received any notice pursuant to Rule 401(g)(2) of the 1933 Act objecting to use of the automatic shelf registration formAct. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes or pursuant to Section 8A of the 1933 Act have been instituted or are pending or, to the TCP knowledge of the WhiteHorse Entities’ knowledge, contemplated. The Company has complied with and/or responded to each request (if any) from the Commission for additional information. Each of the Registration Statement, the Rule 462(b) Registration Statement, if any, Statement and any post-effective amendment thereto, at the time it became effective, at the Applicable Time and at the Closing Time complied and will comply in all material respects with the requirements of the 1933 Act, Act and the 1933 Act Regulations and the 0000 XxxRegulations. The Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it each was filedfiled with the Commission, and the Prospectus complied in all material respects with the 1933 Act, requirements of the 1933 Act Regulations and the 0000 Xxx1933 Act Regulations. The Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEXXXX, except to the extent permitted by Regulation S-T.T. The Company has not prepared, used or referred to, and will not prepare, use or refer to, any free writing prospectus as defined in Rule 405 under the 1933 Act Regulations (“Rule 405”).