Common use of Representations and Warranties of the Company and the Manager Clause in Contracts

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the Underwriter that: (i) A registration statement on Form S-3 (No. 333-146626) relating to the Offered Securities, including a related prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, as amended at the time it was declared effective by the Commission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below), such registration statement as so amended) and including all information deemed to be a part of the registration statement pursuant to incorporation by reference, Rule 430B of the Securities Act Regulations or otherwise, is hereinafter called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term

Representations and Warranties of the Company and the Manager. The Company and, where applicable, the Manager, represents, warrants and covenants to each Underwriter that: 3 4 (a) The Company represents meets the requirements for use of Form S-3 and warrants to, and agrees with, the Underwriter that: (i) A a registration statement on Form S-3 (Registration No. 333-14662616799) on Form S-3 relating to the Offered SecuritiesShares, including a related prospectusprospectus (as amended, has the "Base Prospectus"), and such amendments to such registration statement as may have been filed with required to the Securities and Exchange Commission (date of this Agreement, have been prepared by the “Commission”) Company under the provisions of the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations thereunder (collectively referred to as the "Rules and Regulations") of the Securities and Exchange Commission (the “Securities Act Regulations”)"Commission") thereunder, and have been filed with the Commission and have become effective. No stop order suspending the effectiveness of the registration statement has been issued, and no proceeding for that purpose has been instituted or, to the Company's knowledge, threatened by the Commission. The Company has prepared and filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations a preliminary prospectus supplement subject to completion dated July 3, 1997 to be used in connection with the offering of the Shares (the "Preliminary Prospectus Supplement"). A final prospectus supplement pertaining to the Shares (the "Prospectus Supplement") containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Rules and Regulations has been or will be prepared and filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations on or before the second business day after the date hereof (or such other time as may be required by the Rules and Regulations). Copies of such registration statement and amendments and the related Base Prospectus and Preliminary Prospectus Supplement have been delivered to the Underwriters. The term "Registration Statement" means the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, as amended at the time it was declared became effective by (the Commission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below"Effective Date"), such registration statement as so amended) including financial statements and including all exhibits and any information deemed to be a part included by Rule 430 or Rule 430A of the registration statement pursuant to incorporation by reference, Rules and Regulations ("Rule 430B 430A") or Rule 434 of the Securities Act Regulations or otherwiseRules and Regulations. The term "Prospectus" means, is hereinafter called collectively, the “Registration Statement.” Any registration statement Base Prospectus together with the Preliminary Prospectus Supplement and the Prospectus Supplement, in each case as filed with the Commission pursuant to Rule 462(b424(b) of the Securities Act Regulations is hereinafter called Rules and Regulations. Any reference herein to the “Rule 462(b) Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date or the date of such Base Prospectus, the Preliminary Prospectus Supplement or the Prospectus Supplement, as the case may be. Any reference herein to the terms "amend,” " "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after such filing the termEffective Date, or the date of the Base Prospectus, the Preliminary Prospectus Supplement or the Prospectus Supplement, as the case may be, and deemed to be incorporated therein by reference.

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the Underwriter several Underwriters that: (i) A The Company has filed with the Commission a registration statement on Form S-3 S-11 (No. 333-146626141638) relating to covering the registration of the Offered SecuritiesSecurities under the Act, including a related prospectuspreliminary prospectus or prospectuses. At any particular time, has been filed this initial registration statement, in the form then on file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to including all information contained in the registration statement and such amendments or supplements (if any) pursuant to the related prospectus as may have been required to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, as amended at the time it was declared effective by the Commission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below), such registration statement as so amendedRule 462(b) and including all information then deemed to be a part of the initial registration statement pursuant statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to incorporation by reference, Rule 430B of the Securities Act Regulations or otherwise, is hereinafter called as the “Initial Registration Statement.” Any The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement filed covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) of and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Securities Act Regulations is hereinafter called pursuant to the “Rule 462(b) Initial Registration Statement and, if applicable, the Additional Registration Statement,” and after such filing the term. For purposes of this Agreement:

Representations and Warranties of the Company and the Manager. The Company and, where applicable, the Manager (as defined below) represent and warrant to, and agree with, the several Underwriters that: (a) The Company represents and warrants to, and agrees with, meets the Underwriter that: (i) A registration statement on requirements for use of Form S-3 (Nounder the Act. 333-146626) relating to the Offered Securities, including a related prospectus, has The Registration Statements have been filed with the Securities Commission and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the CommissionAct. The registration statementCompany has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statements, or threatening or instituting proceedings for that purpose. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as amended exhibits to the Registration Statement have been so described or filed. The Prospectus Supplement has been or will be so prepared and will be filed pursuant to Rule 424(b) of the Act on or before the second business day following the date of this Agreement or on such other day as the parties may mutually agree. The Preliminary Prospectus, at the time it was declared effective of filing thereof, conformed in all material respects to the requirements of the Act. Copies of the Registration Statements, the Preliminary Prospectus and the Prospectus, any amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement (including one fully executed copy of each of the Registration Statements and of each amendment thereto for the Underwriters) have been delivered to the Underwriters and their counsel. Neither the Company nor the Manager has distributed any offering material in connection with the offering or sale of the Offered Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus or any other materials, if any, permitted by the Commission Act. (andb) Each part of the Registration Statement, if the Company files a post-effective amendment to when such registration statement which part became or becomes effective prior to or was or is filed with the Commission, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at the First Closing Date (as defined below) and, if applicable, at the Optional Closing Date (as defined below), such registration statement as so amended) and including conformed or will conform in all information deemed to be a material respects with the requirements of the Act. Each part of the registration Registration Statement, when such part became or becomes effective or when it was or is filed with the Commission, did not or will not contain an untrue statement pursuant of a material fact or omit to incorporation by referencestate a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment or supplement thereto, Rule 430B on the date of filing thereof with the Commission and at the First Closing Date and, if applicable, at the Optional Closing Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the Securities circumstances under which they were made, not misleading, except that the foregoing shall not apply to statements in, or omissions from, any such document in reliance upon, and in conformity with, written information concerning the Underwriters that was furnished in writing to the Company by the Representatives, on behalf of the Underwriters, specifically for use in the preparation thereof. (c) The documents incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto, when they became or become effective under the Act Regulations or otherwisewere or are filed with the Commission under the Act or the Exchange Act, as the case may be, conformed or will conform in all material respects with the requirements of the Act and the Exchange Act, as applicable. (d) The consolidated financial statements of the Company and the Subsidiaries (as defined below), together with the related schedules and notes thereto, set forth or included or incorporated by reference in the Registration Statement and Prospectus fairly present the financial condition of the Company and the Subsidiaries as of the dates indicated and the results of operations, changes in financial position, shareholders' equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. Any pro forma financial statements of the Company and the Subsidiaries, and the related notes thereto, included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other financial statements are required to be set forth or to be incorporated by reference in the Registration Statement or the Prospectus under the Act. (e) The Preliminary Prospectus was, and the Prospectus delivered to the Underwriters for use in connection with this offering will be, identical to the versions of the Preliminary Prospectus and Prospectus, respectively, created to be transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T. (f) The Company has been duly formed and incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, is hereinafter called duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction, each of which is listed on Schedule B annexed hereto, in which its ownership or lease ---------- of property or assets or the “conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect ("Material Adverse Effect") on the business, assets, properties, prospects, financial condition or results of operation of the Company and the Subsidiaries taken as a whole, and has full corporate power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in which it is engaged and as described in the Prospectus and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The Company is in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions. Complete and correct copies of the articles of incorporation and of the bylaws of the Company and all amendments thereto have been delivered to CSFBC and, except as set forth in the exhibits to the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to the First Closing Date or, if applicable, the Optional Closing Date.” Any registration statement filed pursuant to (g) The Company has no "subsidiaries" (as such term is defined in Rule 462(b1-02 of Regulation S-X promulgated under the Act) of the Securities Act Regulations is hereinafter called the “Rule 462(bother than Xxxxxxxxx Mortgage Funding Corporation ("Funding I"), Xxxxxxxxx Mortgage Acceptance Corporation ("Acceptance I"), Xxxxxxxxx Mortgage Home Loans, Inc. ("TMHL"), Xxxxxxxxx Mortgage Funding Corporation II ("Funding II") Registration Statement,” and after such filing the termXxxxxxxxx Mortgage Acceptance Corporation II

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the each Underwriter that: (i) A registration statement on Form S-3 (No. 333-146626187390) relating to the Offered Securities, including a related prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, as amended at the time it was declared effective by the Commission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below), such registration statement as so amended) and including all information deemed to be a part of the registration statement pursuant to incorporation by reference, Rule 430B of the Securities Act Regulations or otherwise, is hereinafter called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the termterm “Registration Statement” shall include the 462(b) Registration Statement. The term “Base Prospectus” means the prospectus dated March 29, 2013 included in the Registration Statement, including all information incorporated by reference therein. The term “Prospectus Supplement” means the prospectus supplement specifically relating to the Offered Securities in the form first filed with the Commission pursuant to Rule 424 under the Securities Act, including all information incorporated by reference therein. The term “Prospectus” means the Base Prospectus together with the Prospectus Supplement. Any preliminary prospectus supplement that describes the Offered Securities and the offering thereof which is used prior to the filing of the Prospectus is hereafter called, together with the Base Prospectus, a “Preliminary Prospectus.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described” or “stated” in the Registration Statement, any Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or Prospectus, as the case may be. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Registration Statement.

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees withto each of the Underwriters as of the date hereof, the Underwriter Applicable Time referred to in Section 3(a)(iv), as of the time of purchase and, if applicable, at each additional time of purchase that: (i1) A registration statement At the time the Registration Statement was initially filed, (2) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (3) at the time the Company or any person acting on Form S-3 its behalf (No. 333-146626within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Offered Securities, including a related prospectus, has been filed with Shares in reliance on the Securities and Exchange Commission (the “Commission”) under exemption of Rule 163 of the Securities Act and (4) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of 1933, as amended the Securities Act (the “Securities ActRule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the rules Shares, since their registration on the Registration Statement, have been and regulations thereunder (remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act Regulations”objecting to the use of the automatic shelf registration statement form. At the time the Registration Statement was initially filed, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405. (ii) The Registration Statement became effective upon filing under Rule 462(e) of the Securities Act on February 28, 2018 and any post-effective amendment thereto also became effective upon filing under Rule 462(e). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereofnot received, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the Commission. The registration statementno notice of, as amended at the time it was declared effective by any order of the Commission (and, if preventing or suspending the Company files a use of the Registration Statement or any post-effective amendment thereto, or threatening or instituting proceedings for that purpose. Any statutes, regulations, contracts or other documents that are required to such registration statement which becomes effective prior be described in the Registration Statement or the Prospectus or to be filed as exhibits to the First Closing Date (as defined below), such registration statement as Registration Statement have been so amended) described or filed. The Prospectus has been or will be so prepared and including all information deemed to will be a part of the registration statement pursuant to incorporation by reference, Rule 430B of the Securities Act Regulations or otherwise, is hereinafter called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b424(b) of the Securities Act Regulations on or before the second Business Day following the date of this Agreement or on such other day as the parties may mutually agree. The Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Securities Act. Copies of the Registration Statement, the Preliminary Prospectus and the Prospectus, any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement (including one fully executed copy of each of the Registration Statement and of each amendment thereto for the Underwriters) have been delivered to the Underwriters and their counsel (except for documents incorporated by reference that have otherwise been filed and are publicly available on XXXXX). The Company has not distributed any offering material in connection with the offering or sale of the Shares other than the Registration Statement, the Preliminary Prospectus, the Prospectus, Issuer General Use Free Writing Prospectuses (as defined below) or any other materials, if any, permitted by the Securities Act. (iii) Each part of the Registration Statement, and any post-effective amendment thereto, when such part became effective and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act or was or is hereinafter called filed with the Commission, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at the time of purchase and, if applicable, at each additional time of purchase, conformed or will conform in all material respects with the requirements of the Securities Act. Each part of the Registration Statement, and any post-effective amendment thereto, when such part became effective and at each deemed effective date with respect to the Underwriters or was or is filed with the Commission, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, any Preliminary Prospectus and any amendment or supplement thereto, at their respective times of issuance and at the time of purchase and, if applicable, at each additional time of purchase, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing shall not apply to statements in, or omissions from, any such document in reliance upon, and in conformity with, written information concerning the Underwriters that was furnished in writing to the Company by the Representatives on behalf of the Underwriters specifically for use in the preparation thereof. (iv) As of the Applicable Time neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the other information, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package and the Statutory Prospectus (as defined below) as of the Applicable Time, all considered together (collectively, the “Rule 462(bGeneral Disclosure Package”), nor (y) Registration Statement,” any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used in this subsection and after such filing the termelsewhere in this Agreement:

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the Underwriter several Underwriters that: (i) A The Company has filed with the Commission a registration statement on Form S-3 S-11 (No. 333-146626138591) relating to covering the registration of the Offered SecuritiesSecurities under the Act, including a related prospectuspreliminary prospectus or prospectuses. At any particular time, has been filed this initial registration statement, in the form then on file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to including all information contained in the registration statement and such amendments or supplements (if any) pursuant to the related prospectus as may have been required to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, as amended at the time it was declared effective by the Commission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below), such registration statement as so amendedRule 462(b) and including all information then deemed to be a part of the initial registration statement pursuant statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to incorporation by reference, Rule 430B of the Securities Act Regulations or otherwise, is hereinafter called as the “Initial Registration Statement.” Any The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement filed covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) of and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Securities Act Regulations is hereinafter called pursuant to the “Rule 462(b) Initial Registration Statement and, if applicable, the Additional Registration Statement,” and after such filing the term. For purposes of this Agreement:

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, to each of the Underwriter thatUnderwriters as follows: (i) A registration statement on Form S-3 S-11 (File No. 333-146626204154 ) relating with respect to the Offered Securities, including a related prospectus, Shares has been filed prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act of 1933Act, is herein referred to as amended (the “Securities ActRegistration Statement”), which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act and contained in the rules and regulations thereunder (the “Securities Act Regulations”). The Company Prospectus referred to below, has prepared and filed such amendments to the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared become effective under the Securities Act by the Commission. The registration statement, as amended at the time it was declared effective by the Commission (and, if the Company files a and no post-effective amendment to such registration statement which becomes effective the Registration Statement has been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the final prospectus relating to the Shares first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act. Each preliminary prospectus included in the Registration Statement prior to the First Closing Date (time it becomes effective is herein referred to as defined below)a “Preliminary Prospectus”; provided, such registration statement as so amended) and including all information however, that any reference herein to the “Prospectus” shall be deemed to be a part include any supplements or amendments thereto filed with the Commission after the date of filing of the registration statement pursuant Prospectus under Rule 424(b) under the Act and prior to incorporation by reference, Rule 430B the termination of the Securities Act Regulations or otherwise, is hereinafter called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) offering of the Securities Act Regulations is hereinafter called Shares by the “Rule 462(b) Registration Statement,” and after such filing the termUnderwriters.

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the each Underwriter that: (i) A The Company has filed an automatic shelf registration statement on Form S-3 (No. 333-146626) relating to the Offered Securities195844), including a related prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) for the registration of the Offered Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to the , which registration statement became effective upon filing under Rule 462(e) of the Securities Act Regulations (“Rule 462(e)”). Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such amendments time, the documents incorporated or supplements deemed to the related prospectus as may have been required be incorporated by reference therein pursuant to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective Item 12 of Form S-3 under the Securities Act by at such time and any prospectus supplement relating to the Commission. The registration statement, as amended at Offered Securities and the time it was declared effective by offering thereof that is filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below“Rule 424(b), such registration statement as so amended”) and including all information deemed to be a part by virtue of the registration statement pursuant to incorporation by reference, Rule 430B of the Securities Act Regulations or otherwiseto be a part of such registration statement, is hereinafter called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of The Registration Statement at the Securities Act Regulations time it originally became effective is hereinafter called the “Original Registration Statement.” Each preliminary prospectus (including the Base Prospectus (as defined below) and each preliminary prospectus supplement) relating to the Offered Securities filed with the Commission pursuant to Rule 462(b424(b) is hereinafter called a “Preliminary Prospectus.” The term “Base Prospectus” means the prospectus, dated May 9, 2014, included in the Registration Statement. The term “Prospectus” means the Base Prospectus, as supplemented by the final prospectus supplement relating to the Offered Securities and the offering thereof in the form first used to confirm sales of the Offered Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act Regulations (“Rule 173”)). The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus. Any reference herein to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act that were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described” or “stated” in the Registration Statement, any Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus or Prospectus, as the case may be. As used herein, the terms “Registration Statement,” “Base Prospectus,” “Preliminary Prospectus” and after such filing “Prospectus” (including, for the termavoidance of doubt, references to “as described in,” “set forth in” or “included in” (or similar references) the applicable document) shall include the documents, if any, incorporated by reference therein as of the date hereof. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Exchange Act and the Exchange Act Regulations. The term “General Disclosure Package” means (i) the Preliminary Prospectus, as most recently amended or supplemented immediately prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing Prospectuses (as

Representations and Warranties of the Company and the Manager. The Company and, where applicable, the Manager (as such term is defined below), represents, warrants and covenants to each Underwriter that: (a) The Company represents meets the requirements for use of Form S-3 and warrants to, and agrees with, the Underwriter that: (i) A a registration statement on Form S-3 (Registration No. 333-14662616799) on Form S-3 relating to the Offered SecuritiesPreferred Shares, including a related prospectuspreliminary prospectus (the "Base Prospectus") and such amendments to such registration statement as may have been required to the date of this Agreement, has been filed with prepared by the Securities and Exchange Commission (Company under the “Commission”) under provisions of the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations thereunder (collectively referred to as the "Rules and Regulations") of the Securities and Exchange Commission (the “Securities Act Regulations”)"Commission") thereunder, and has been filed with the Commission and has become effective. Copies of such registration statement and amendments and of each related Base Prospectus have been delivered to the Representatives. The Company has prepared and filed such amendments to term "Registration Statement" means the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, as amended at the time it was declared becomes or became effective by (the Commission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below"Effective Date"), such registration statement as so amended) including financial statements and including all exhibits and any information deemed to be a part included by Rule 430 or Rule 430A of the registration statement pursuant to incorporation by reference, Rules and Regulations ("Rule 430B 430A") or Rule 434 of the Securities Act Regulations Rules and Regulations. The term "Prospectus" means collectively the Base Prospectus together with any preliminary prospectus supplement or otherwise, is hereinafter called prospectus supplement (the “Registration Statement.” Any registration statement "Prospectus Supplement") as first filed with the Commission pursuant to Rule 462(b424(b) of the Securities Act Regulations is hereinafter called Rules and Regulations. Any reference herein to the “Rule 462(b) Registration Statement, the Base Prospectus, any prospectus supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date or the date of such Base Prospectus, any prospectus supplement or the Prospectus, as the case may be. Any reference herein to the terms "amend,” " "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any prospectus supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after such filing the termEffective Date, or the date of any Base Prospectus, any prospectus supplement or the Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Representations and Warranties of the Company and the Manager. 1.1 For purposes of this Agreement, unless the context requires to the contrary, the term “Company” shall also include all significant subsidiaries (aas defined in Section 1-02 of Regulation S-X) of the Company. The Company represents and warrants to, and agrees with, the Underwriter Sales Manager that: (ia) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (“Rules and Regulations”), and the Company is eligible to use Form S-3 for the transactions contemplated by this Agreement. A registration statement on Form S-3 (Registration No. 333-14662669848) relating to with respect to, among other securities, the Offered SecuritiesCommon Stock, including a related form of prospectus, has been prepared by the Company in conformity with the requirements of the Act and the Rules and Regulations, has been filed with the Securities and Exchange Commission (the “Commission”) and has been declared effective by the Commission. No stop order suspending the effectiveness of such registration statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. Additionally, the Company is eligible to file a new registration statement on Form S-3 with respect to the Common Stock. Each such registration statement, as it may have heretofore been or (only to the extent (i) filed and declared effective by the Commission after the date hereof and (ii) a prospectus supplement forming a part of such registration statement and relating to the Common Stock to be offered and sold pursuant to this Agreement having been filed pursuant to Rule 424 under the Act) may hereafter be filed, as amended, is referred to herein as the “Registration Statement,” and the final form of prospectus included in the Registration Statement, as amended or supplemented from time to time relating to the Common Stock, is referred to herein as the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated (or deemed to be incorporated) by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. (b) Each part of the Registration Statement, when such part became or becomes effective, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at each Settlement Date (as hereinafter defined), conformed or will conform in all material respects with the requirements of the Act and the Rules and Regulations; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at each Settlement Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Sales Manager, specifically for use in the Registration Statement, the Prospectus or any amendment or supplement thereto. (c) The documents incorporated by reference in the Registration Statement or the Prospectus, or any amendment or supplement thereto, when they became or become effective under the Act or were or are filed with the Commission under the Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”), as the case may be, conformed or will conform in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder. (d) The financial statements of the Company, together with the related schedules and notes thereto, set forth or included or incorporated by reference in the Registration Statement and Prospectus, fairly present the financial condition of the Company as of the dates indicated and the results of operations, changes in financial position, stockholders’ equity, and cash flows for the periods therein specified, in conformity with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise stated therein). The summary and selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus fairly present the information shown therein and, to the extent based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. (e) Deloitte & Touche LLP, which has expressed their opinion with respect to financial statements and the supporting schedules, if any, included or incorporated by reference in the Registration Statement, is an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States). (f) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland. Other than as disclosed in the Registration Statement, the Company has no other subsidiaries and does not control, directly or indirectly, any corporation, partnership, limited liability company, joint venture, association or other business organization. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (owned, leased or licensed) or the nature of its business makes such qualification necessary (including every jurisdiction in which it owns or leases property), except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect on the Company. For purposes of this Agreement, “Securities Act Regulations”Material Adverse Effect” means any adverse effect on the business, operations, properties or financial condition of the Company that is (either alone or together with all other adverse effects) material to the Company and its subsidiaries, taken as a whole, and any material adverse effect on the issuance and sale of Common Stock by the Company contemplated under this Agreement. Each of the Company’s significant subsidiaries (as defined in Section 1-02 of Regulation S-X) is validly existing as a corporation, limited liability company or partnership, as applicable, in its respective jurisdiction of formation. Schedule 1.1(f) hereto identifies each of the Company’s subsidiaries that is a significant subsidiary of the Company (determined at December 31, 2007). All of the issued and outstanding capital stock, limited liability company interests or partnership interests, as applicable, of each significant subsidiary has been duly authorized and validly issued and, if applicable, is fully paid and nonassessable and (except as otherwise disclosed in the Registration Statement and the Prospectus or would not have a Material Adverse Effect) is owned by the Company, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (except as otherwise disclosed in the Registration Statement and Prospectus, including without limitation the credit facilities and repurchase agreements filed as exhibits thereto or described therein, or as would not have a Material Adverse Effect). The Company has prepared all requisite corporate power and filed such amendments to the registration statement and such amendments or supplements to the related prospectus authority, as may have been required to the date hereofapplicable, and will file all necessary authorizations, approvals, consents, orders, licenses, certificates and permits of and from all governmental orders or regulatory bodies or any other person or entity, to own, lease, license and operate its assets and properties and conduct its business as now being conducted and as described in the Registration Statement and the Prospectus, except for such additional amendments authorizations, approvals, consents, orders, licenses, certificates and permits the absence of which would not have a Material Adverse Effect; and no such authorization, approval, consent, order, license, certificate or supplements permit contains a materially burdensome restriction other than as may hereafter be required. The registration statement has been declared effective under disclosed or incorporated by reference in the Securities Act by Registration Statement and the Commission. The registration statement, as amended at the time it was declared effective by the Commission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below), such registration statement as so amended) and including all information deemed to be a part of the registration statement pursuant to incorporation by reference, Rule 430B of the Securities Act Regulations or otherwise, is hereinafter called the “Registration StatementProspectus.” Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term

Representations and Warranties of the Company and the Manager. (a) The ------------------------------------------------------------- Company represents and warrants the Manager jointly and severally represent and warrant to, and agrees agree with, each of the Underwriter several Underwriters that: (i) A registration statement on Form S-3 N-2 (NoFile Nos. 333-14662655809 and 811-08795) relating with respect to the Offered Securities, including a related prospectusprospectus subject to completion, has been filed by the Company with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such one or more amendments to the such registration statement and such amendments or supplements to the related prospectus as may have been required so filed. A notification of registration on Form N- 8A (the "Notification of Registration") has also been filed with the Commission pursuant to Section 8(a) of the date hereofInvestment Company Act of 1940, and as amended (the "Investment Company Act"). After the execution of this Agreement, the Company will file with the Commission either (A) if such additional amendments or supplements registration statement, as it may hereafter be required. The registration statement have been amended, has been declared by the Commission to be effective under the Securities Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 497(h) under the Act and as have been provided to and approved by the CommissionRepresentatives prior to the execution of this Agreement, or (B) if such registration statement, as it may have been amended, has not been declared by the Commission to be effective under the Act, an amendment to such registration statement, including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. The As used in this Agreement, the term "Registration Statement" means such registration statement, as amended at the time when it was or is declared effective by effective, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A under the Commission Act and included in the Prospectus (and, if as hereinafter defined); the Company files a post-effective amendment term "Preliminary Prospectus" means each prospectus subject to completion filed with such registration statement which becomes effective prior or any amendment thereto (including the prospectus subject to completion, if any, included in the First Closing Date Registration Statement or any amendment thereto at the time it was or is declared effective); and the term "Prospectus" means the prospectus first filed with the Commission pursuant to Rule 497(b) or (as defined belowh), such registration statement as so amended) and including all information deemed to be a part of the registration statement pursuant to incorporation by referencecase may be, Rule 430B of under the Securities Act Regulations or otherwiseor, is hereinafter called the “Registration Statement.” Any registration statement if applicable, as subsequently filed pursuant to Rule 462(b497(d) of under the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the termAct.

Representations and Warranties of the Company and the Manager. (a) The ------------------------------------------------------------- Company represents and warrants the Manager jointly and severally represent and warrant to, and agrees agree with, each of the Underwriter several Underwriters that: (i) A registration statement on Form S-3 N-2 (NoFile Nos. 333-14662663145 and 811-8991) relating with respect to the Offered Securities, including a related prospectusprospectus subject to completion, has been filed by the Company with the Securities and Exchange Commission (the “"Commission”") under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such one or more amendments to the such registration statement and such amendments or supplements to the related prospectus as may have been required so filed. A notification of registration on Form N-8A (the "Notification of Registration") has also been filed with the Commission pursuant to Section 8(a) of the date hereofInvestment Company Act of 1940, and as amended (the "Investment Company Act"). After the execution of this Agreement, the Company will file with the Commission either (A) if such additional amendments or supplements registration statement, as it may hereafter be required. The registration statement have been amended, has been declared by the Commission to be effective under the Securities Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 497(h) under the Act and as have been provided to and approved by the CommissionRepresentatives prior to the execution of this Agreement, or (B) if such registration statement, as it may have been amended, has not been declared by the Commission to be effective under the Act, an amendment to such registration statement, including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. The As used in this Agreement, the term "Registration Statement" means such registration statement, as amended at the time when it was or is declared effective by effective, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A under the Commission Act and included in the Prospectus (and, if as hereinafter defined); the Company files a postterm "Preliminary Prospectus" means each prospectus subject to completion filed as part of Pre-effective amendment Effective Amendment No. 2 to such registration statement which becomes effective prior or any amendment thereto (including the prospectus subject to completion, if any, included in the First Closing Date Registration Statement or any amendment thereto at the time it was or is declared effective); and the term "Prospectus" means the prospectus first filed with the Commission pursuant to Rule 497(b) or (as defined belowh), such registration statement as so amended) and including all information deemed to be a part of the registration statement pursuant to incorporation by referencecase may be, Rule 430B of under the Securities Act Regulations or otherwiseor, is hereinafter called the “Registration Statement.” Any registration statement if applicable, as subsequently filed pursuant to Rule 462(b497(d) of under the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the termAct.