Common use of Trust Representations and Warranties Clause in Contracts

Trust Representations and Warranties. In connection with the purchase and sale of the Shares, the Trust represents and warrants to each Purchaser that: (a) The Trust (i) has been duly formed and has legal existence as a statutory trust and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own, lease and operate its properties and assets, and conduct its business as described in the Registration Statement (as defined below) and the Prospectus; (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business or other activity requires such qualification, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the Trust. (b) The Trust has full power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Trust. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Trust enforceable in accordance with its terms, subject to the qualification that the enforceability of the Trust’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws. (c) The Shares to be issued and delivered to and paid for by the Purchasers in accordance with this Agreement have been duly authorized and when issued and delivered to the Purchasers against payment therefor as provided by this Agreement will have been validly issued and will be fully paid and nonassessable. (d) The offering and sale of the Shares hereunder are being made pursuant to an effective Registration Statement on Form N-2 (File No. 333-261521 and 811-23247), initially filed with the Securities and Exchange Commission (the “Commission”) on December 7, 2021, as amended by Pre-Effective Amendment No. 1 thereto (the “Registration Statement”), and the Prospectus, dated January 24, 2022, including the statement of additional information and all documents incorporated by reference therein (the “Base Prospectus”), as supplemented by the Prospectus Supplement, dated the date hereof (the “Prospectus Supplement”), that will be filed with the Commission on or before the Closing Date. “Preliminary Prospectus,” as used herein means, the Base Prospectus and the Preliminary Prospectus Supplement, dated February 1, 2024 (including the statement of additional information and all documents incorporated therein by reference) that was used prior to the execution and delivery of this Agreement and filed with the Commission by the Trust. “Prospectus,” as used herein, means the Base Prospectus and the Prospectus Supplement (including the statement of additional information and all documents incorporated therein by reference). “Disclosure Package” means the Preliminary Prospectus taken together with the information relating to (i) the number of Shares issued and (ii) the offering price of the Shares included on the cover page of the Prospectus. No stop order or other order suspending the Registration Statement has been issued and, to the best of the Trust’s knowledge, no proceedings for that purpose have been initiated or threatened by the Trust or any other governmental authority.

Trust Representations and Warranties. In connection with the purchase and sale of the Shares, the Trust represents and warrants to each Purchaser that: (a) The Trust (i) has been duly formed and has legal existence as a statutory trust and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own, lease and operate its properties and assets, and conduct its business as described in the Registration Statement (as defined below) and the ProspectusProspectus ; (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business or other activity requires such qualification, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the Trust. (b) The Trust has full power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Trust. Assuming due authorization, execution and delivery by the other parties heretothereto, this Agreement constitutes a legal, valid and binding obligation of the Trust enforceable in accordance with its terms, subject to the qualification that the enforceability of the Trust’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws. (c) The Shares to be issued and delivered to and paid for by the Purchasers in accordance with this Agreement against payment therefor as provided by this Agreement have been duly authorized and when issued and delivered to the Purchasers against payment therefor as provided by this Agreement will have been validly issued and will be fully paid and nonassessable. (d) The offering and sale of the Shares hereunder are being made pursuant to an effective Registration Statement on Form N-2 (File No. 333-261521 251542 and 811-23247), initially filed with the Securities and Exchange Commission (the “Commission”) on December 718, 20212020, as amended by Pre-Effective Amendment Amendments No. 1 thereto and 2 (the “Registration Statement”), and the Prospectus, dated January 24February 2, 20222021, including the statement of additional information and all documents incorporated by reference therein (the “Base Prospectus”), as supplemented by the Prospectus Supplement, dated the date hereof (the “Prospectus Supplement”), that will be filed with the Commission on or before the Closing Date. “Preliminary Prospectus,” as used herein means, the Base Prospectus and the Preliminary Prospectus Supplement, dated February 1, 2024 (including the statement of additional information and all documents incorporated therein by reference) that was used prior to the execution and delivery of this Agreement and filed with the Commission by the Trust. “Prospectus,” as used herein, means the Base Prospectus and the Prospectus Supplement (including the statement of additional information and all documents incorporated therein by reference). “Disclosure Package” means the Preliminary Prospectus taken together with the information relating to (i) the number of Shares issued and (ii) the offering price of the Shares included on the cover page of the Prospectus. No stop order or other order suspending the Registration Statement has been issued and, to the best of the Trust’s knowledge, no proceedings for that purpose have been initiated or threatened by the Trust or any other governmental authority. (e) The Prospectus does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since the date as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change in the condition (financial or otherwise), business prospects, management, net assets or results of operations of the Trust, whether or not arising in the ordinary course of business (other than changes resulting from changes in securities markets generally). (f) The financial statements, including the statement of assets and liabilities, together with any related notes or schedules thereto, included or incorporated by reference in the Registration Statement and the Prospectus present fairly the financial position of the Trust as of the dates and for the periods indicated and said statements were prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis. (g) None of (i) the execution and delivery by the Trust of this Agreement, (ii) the issuance and sale by the Trust of the Shares as contemplated by this Agreement, the Registration Statement and the Prospectus and (iii) the performance by the Trust of its obligations under this Agreement (A) conflicts with or will conflict with, or results in or will result in a breach or violation of the declaration of trust (as amended and restated from time to time), Statement of Preferences of Term Preferred Shares (“Statement of Preferences”), bylaws or similar organizational documents of the Trust, (B) conflicts with or will conflict with, results in or will result in a breach or violation of, or constitutes or will constitute a default or an event of default under, or results in or will result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Trust under the terms and provisions of any agreement, indenture, mortgage, loan agreement, note, insurance or surety agreement, lease or other instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject, except which breach, violation, default, lien, charge or encumbrance would not have a material adverse effect on the Trust, or (C) results in or will result in any violation of any order, law, rule or regulation of any court, governmental instrumentality, securities exchange or association or arbitrator, whether foreign or domestic, applicable to the Trust or having jurisdiction over the Trust’s properties, except which violation would not have a material adverse effect on the Trust. (h) No consent, approval, authorization, notification or order of, or filing with, or the issuance of any license or permit by, any federal, state, local or foreign court or governmental or regulatory agency, commission, board, authority or body or with any self-regulatory organization, other non-governmental regulatory authority, securities exchange or association, whether foreign or domestic, is required by the Trust for the consummation by the Trust of the transactions to be performed by the Trust or the performance by the Trust of all the terms and provisions to be performed by or on behalf of it in each case as contemplated in this Agreement, the Registration Statement and the Prospectus, except such as (i) may be required and have been obtained under the Securities Act, the Securities Exchange Act of 1934, the Investment Company Act of 1940 (the “Investment Company Act”) or the Investment Advisors Act of 1940 or (ii) which failure to obtain would not have a material adverse effect on the Trust. (i) Except as otherwise set forth in the Registration Statement or the Prospectus, there is no action, suit, claim, inquiry, investigation or proceeding affecting the Trust or to which the Trust is a party before or by any court, commission, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, now pending or, to the knowledge of the Trust, threatened against the Trust, except which would not have a material adverse effect on the Trust. (j) The operations of the Trust are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Money Laundering Control Act of 1986, as amended, the Bank Secrecy Act, as amended, the United and Strengthening of America by Providing Appropriate tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act) of 2011, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Trust with respect to the Money Laundering Laws is pending or, to the knowledge of the Trust after reasonable inquiry, threatened. (k) The Trust intends to direct the investment of the proceeds of the offering of the Shares in such a manner as to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and has qualified and will continue to operate in compliance with the requirements to maintain its qualification as a regulated investment company under Subchapter M of the Code. (l) Neither the Trust, nor to the knowledge of the Trust, after reasonable inquiry, any trustee, officer, agent, employee or affiliate of the Trust is (i) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or any other relevant sanctions authority or (ii) located, organized or resident in a country or territory that is subject to sanctions by OFAC or any other relevant sanctions authority; and the Trust will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or any other relevant sanctions authority. (m) The Trust is duly registered with the Commission under the Investment Company Act as a non-diversified, closed-end management investment company; the provisions of the Trust’s declaration of trust (as amended and restated from time to time), Statement of Preferences and bylaws comply in all material respects with the requirements of the Investment Company Act. (n) The Trust shall, by 5:30 p.m. Eastern time on the second trading day immediately following the date of this Agreement, issue a Current Report on Form 8-K including the form of this Agreement and an opinion of legal counsel as to the validity of the Shares as exhibits thereto.

Trust Representations and Warranties. In connection with the purchase and sale of the Shares, the The Trust hereby represents and warrants to each Purchaser BNY Mellon, which representations and warranties shall be deemed to be continuing, that: (a) The Trust (i) has been It is duly formed organized and has legal existence as a statutory trust and is in good standing existing under the laws of the State jurisdiction of Delaware; (ii) has its organization, with full power and authority to own, lease and operate its properties and assets, and conduct carry on its business as described in the Registration Statement (as defined below) and the Prospectus; (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business or other activity requires such qualificationnow conducted, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the Trust. (b) The Trust has full power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be carried out by it. its obligations hereunder; (b) This Agreement has been duly and validly authorized, executed and delivered by or on behalf the Trust in accordance with all requisite action of the Trust. Assuming due authorization, execution Board and delivery by the other parties hereto, this Agreement constitutes a legal, valid and legally binding obligation of the Trust Trust, enforceable in accordance with its terms; (c) [intentionally omitted]. (d) It is conducting its business in compliance with all applicable laws and regulations, both state and federal, has made and will continue to make all necessary filings including tax filings and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; to the Trust’s knowledge, there is no statute, regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property which would prohibit its execution or performance of this Agreement; (e) The valuation of securities and the method of computing the Net Asset Value shall be as set forth in the Offering Materials of each Fund. To the extent the performance of any services described in Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materials for a Fund would violate any applicable laws or regulations, the Trust, on behalf of a Fund shall immediately so notify BNY Mellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of securities, Net Asset Value or other computation, as the case may be, or instruct BNY Mellon in writing to value securities and/or compute Net Asset Value or other computations in a manner the Trust specifies in writing, and either the furnishing of such values or the giving of such instructions shall constitute a representation by the Trust that the same is consistent with all applicable laws and regulations and with its Offering Materials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with the qualification foregoing; (f) To the Trust’s knowledge, the terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruing to BNY Mellon or to the Investment Advisor or sponsor of the Trust in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to such Investment Advisor or sponsor or any affiliate of the Investment Advisor or the Trust relating to this Agreement have been fully disclosed to the Board and that, if required by applicable law, the Board has approved or will approve the terms of this Agreement, any such fees and expenses and any such benefits; (g) Each person named on Exhibit B hereto is duly authorized by the Trust to be an Authorized Person hereunder; (h) Without limiting the provisions of Section 21 below, the Trust shall treat as confidential the terms and conditions of this Agreement and shall not disclose nor authorize disclosure thereof to any other person, except (i) to the Investment Advisor and to Global Atlantic Financial Company (“GA”), the Investment Advisor’s affiliate, any successor to GA and employees of GA or such successor (provided that the enforceability Trust shall take reasonable steps to ensure that the Investment Advisor and GA and any successor to GA and the employees of GA and any such successor treat as Confidential the terms and conditions of this Agreement and do not disclose or authorize disclosure thereof to any other person) and to the Trust’s employees, regulators, examiners, internal and external accountants, auditors and counsel, (ii) for a summary description of this Agreement in the Offering Materials with the prior written approval of BNY Mellon, (iii) to any other person when required by a court order or legal process, (iv) as agreed in writing by BNY Mellon or (v) whenever advised by its counsel that it would be liable for a failure to make such disclosure. The Trust will file the Agreement with the SEC. The Trust shall instruct its employees, regulators, examiners, internal and external accountants, auditors and counsel who may be afforded access to such information of the Trust’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws.confidentiality hereunder; (c) The Shares to be issued and delivered to and paid for by the Purchasers in accordance with this Agreement have been duly authorized and when issued and delivered to the Purchasers against payment therefor as provided by this Agreement will have been validly issued and will be fully paid and nonassessable. (d) The offering and sale of the Shares hereunder are being made pursuant to an effective Registration Statement on Form N-2 (File No. 333-261521 and 811-23247), initially filed with the Securities and Exchange Commission (the “Commission”) on December 7, 2021, as amended by Pre-Effective Amendment No. 1 thereto (the “Registration Statement”), and the Prospectus, dated January 24, 2022, including the statement of additional information and all documents incorporated by reference therein (the “Base Prospectus”), as supplemented by the Prospectus Supplement, dated the date hereof (the “Prospectus Supplement”), that will be filed with the Commission on or before the Closing Date. “Preliminary Prospectus,” as used herein means, the Base Prospectus and the Preliminary Prospectus Supplement, dated February 1, 2024 (including the statement of additional information and all documents incorporated therein by reference) that was used prior to the execution and delivery of this Agreement and filed with the Commission by the Trust. “Prospectus,” as used herein, means the Base Prospectus and the Prospectus Supplement (including the statement of additional information and all documents incorporated therein by reference). “Disclosure Package” means the Preliminary Prospectus taken together with the information relating to (i) The Trust shall promptly notify BNY Mellon in writing of any and all legal proceedings or securities investigations filed or commenced against the number of Shares issued Trust, a Fund, the Investment Advisor or the Board; and (j) The Trust acknowledges for itself and (ii) its users that certain information provided by BNY Mellon on its websites may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the offering price sole and exclusive use of the Shares included on Trust and its users. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the cover page use of such information and protect the proprietary rights of the Prospectusappropriate licensor (“Licensor”) with respect to such information. No stop order or other order suspending the Registration Statement has been issued andTherefore, to the best of the Trust’s knowledge, no proceedings for that purpose have been initiated on behalf of itself and its users, further agrees not to disclose, disseminate, reproduce, redistribute or threatened republish information provided by BNY Mellon on its websites in any way without the Trust or any other governmental authorityexpress written permission of BNY Mellon and the Licensor. (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providing its permission.)

Trust Representations and Warranties. In connection with the purchase and sale of the Shares, the Trust represents and warrants to each Purchaser that: (a) The Trust (i) has been duly formed and has legal existence as a statutory trust and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own, lease and operate its properties and assets, and conduct its business as described in the Registration Statement (as defined below) and the Prospectuscurrently conducted; (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business or other activity requires such qualification, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the Trust. (b) The Trust has full power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Trust. Assuming due authorization, execution and delivery by the other parties heretothereto, this Agreement constitutes a legal, valid and binding obligation of the Trust enforceable in accordance with its terms, subject to the qualification that the enforceability of the Trust’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws. (c) The Shares to be issued and delivered to and paid for by the Purchasers in accordance with this Agreement have been duly authorized and when issued and delivered to the Purchasers against payment therefor as provided by this Agreement will have been validly issued and will be fully paid and nonassessable. (d) The offering and sale of the Shares hereunder are being made pursuant to an effective Registration Statement Trust’s Annual Report on Form N-2 (File No. 333N-261521 and 811-23247)CSR for the fiscal year ended September 30, initially 2022, as filed with the Securities SEC on December 1, 2022, and Exchange Commission the Trust’s Semi-Annual Report on Form N-CSRS for the period ended March 31, 2023, as filed with the SEC on May 24, 2023 (collectively, the “Commission”) on December 7, 2021, as amended by Pre-Effective Amendment No. 1 thereto (the “Registration StatementDisclosure Documents”), do not contain any untrue statement of a material fact, except to the extent updated or corrected in a subsequent filing by the Trust with the SEC. The Disclosure Documents and all other applicable reports filed by the ProspectusTrust with the SEC fairly describe, dated January 24in all material respects, 2022the general nature of the business and principal properties of the Company and its Subsidiaries. Except as disclosed in the Disclosure Documents, since March 31, 2023, there has been no material adverse change in the condition (financial or otherwise), business prospects, management, net assets or results of operations of the Trust, whether or not arising in the ordinary course of business (other than changes resulting from changes in securities markets generally). (e) The financial statements, including the statement of additional information assets and all documents incorporated by reference therein (the “Base Prospectus”)liabilities, as supplemented by the Prospectus Supplement, dated the date hereof (the “Prospectus Supplement”), that will be filed with the Commission on or before the Closing Date. “Preliminary Prospectus,” as used herein means, the Base Prospectus and the Preliminary Prospectus Supplement, dated February 1, 2024 (including the statement of additional information and all documents incorporated therein by reference) that was used prior to the execution and delivery of this Agreement and filed with the Commission by the Trust. “Prospectus,” as used herein, means the Base Prospectus and the Prospectus Supplement (including the statement of additional information and all documents incorporated therein by reference). “Disclosure Package” means the Preliminary Prospectus taken together with any related notes or schedules thereto, included in the information relating to (i) Disclosure Documents present fairly the number of Shares issued and (ii) the offering price financial position of the Shares included on the cover page Trust as of the Prospectus. No stop order or other order suspending dates and for the Registration Statement has been issued and, to periods indicated and such statements were prepared in accordance with generally accepted accounting principles in the best of the Trust’s knowledge, no proceedings for that purpose have been initiated or threatened by the Trust or any other governmental authorityUnited States applied on a consistent basis.

Trust Representations and Warranties. In connection with the purchase and sale of the Shares, the Trust represents and warrants to each Purchaser that: (a) The Trust (i) has been duly formed and has legal existence as a statutory trust and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own, lease and operate its properties and assets, and conduct its business as described in the Registration Statement (as defined below) and the Prospectuscurrently conducted; (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business or other activity requires such qualification, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the Trust. (b) The Trust has full power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Trust. Assuming due authorization, execution and delivery by the other parties heretothereto, this Agreement constitutes a legal, valid and binding obligation of the Trust enforceable in accordance with its terms, subject to the qualification that the enforceability of the Trust’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws. (c) The Shares to be issued and delivered to and paid for by the Purchasers in accordance with this Agreement have been duly authorized and when issued and delivered to the Purchasers against payment therefor as provided by this Agreement will have been validly issued and will be fully paid and nonassessable. (d) The offering and sale of the Shares hereunder are being made pursuant to an effective Registration Statement Trust’s Annual Report on Form N-2 (File No. 333N-261521 and 811-23247), initially filed with CSR for the Securities and Exchange Commission (the “Commission”) on December 7fiscal year ended September 30, 2021, as amended by Prefiled with the SEC on November 29, 2021, and the Trust’s Semi-Effective Amendment No. 1 thereto Annual Report on Form N-CSRS for the period ended March 31, 2022, as filed with the SEC on May 26, 2022 (collectively, the “Registration StatementDisclosure Documents”), do not contain any untrue statement of a material fact, except to the extent updated or corrected in a subsequent filing by the Trust with the SEC. The SEC Reports fairly describe, in all material respects, the general nature of the business and principal properties of the ProspectusCompany and its Subsidiaries. Except as disclosed in the Disclosure Documents, dated January 24since March 31, 20222021, there has been no material adverse change in the condition (financial or otherwise), business prospects, management, net assets or results of operations of the Trust, whether or not arising in the ordinary course of business (other than changes resulting from changes in securities markets generally). (e) The financial statements, including the statement of additional information assets and all documents incorporated by reference therein (the “Base Prospectus”)liabilities, as supplemented by the Prospectus Supplement, dated the date hereof (the “Prospectus Supplement”), that will be filed with the Commission on or before the Closing Date. “Preliminary Prospectus,” as used herein means, the Base Prospectus and the Preliminary Prospectus Supplement, dated February 1, 2024 (including the statement of additional information and all documents incorporated therein by reference) that was used prior to the execution and delivery of this Agreement and filed with the Commission by the Trust. “Prospectus,” as used herein, means the Base Prospectus and the Prospectus Supplement (including the statement of additional information and all documents incorporated therein by reference). “Disclosure Package” means the Preliminary Prospectus taken together with any related notes or schedules thereto, included in the information relating to (i) Disclosure Documents present fairly the number of Shares issued and (ii) the offering price financial position of the Shares included on the cover page Trust as of the Prospectus. No stop order or other order suspending dates and for the Registration Statement has been issued and, to periods indicated and such statements were prepared in accordance with generally accepted accounting principles in the best of the Trust’s knowledge, no proceedings for that purpose have been initiated or threatened by the Trust or any other governmental authorityUnited States applied on a consistent basis.

Trust Representations and Warranties. In connection with the purchase and sale of the Shares, the Trust represents and warrants to each Purchaser that: (a) The Trust represents and warrants that: (i) the Trust has been duly formed the legal right, power and has legal existence as a statutory trust authority to execute, deliver and is in good standing under the laws perform this Agreement on behalf of each Customer and to carry out all of the State of Delawaretransactions contemplated hereby; (ii) has full power the execution and authority delivery of this Agreement by the Trust will not violate any provision of its charter, bylaws or any other governing documents, or any law, or any regulation, interpretation or order of any court or other government agency, or judgment, applicable to own, lease and operate its properties and assets, and conduct its business as described in the Registration Statement (as defined below) and the ProspectusTrust or a Customer; (iii) is duly licensed the Trust has obtained all necessary authorizations, including those from any persons who may have an interest in the Loaned Securities, including the consent or approval of any governmental agency or instrumentality; (iv) the execution, delivery and qualified performance of this Agreement and the carrying out of any of the transactions contemplated hereby will not be in conflict with, result in a breach of or constitute a default under any agreement or other instrument to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business Trust is a party or other activity requires such qualification, except where the failure which is otherwise known to so qualify or to be in good standing would not have a material adverse effect on the Trust, including but not limited to, liens against and/or pledges of Securities; and (v) all persons executing this Agreement on behalf of the Trust and carrying out the transactions contemplated hereby on behalf of the Trust are duly authorized to do so. (b) The Trust has full power represents and authority warrants that each Customer is an “investment company” as that term is defined in the 1940 Act and that it will indicate each “affiliate”, as that term is defined in the 1940 Act, of a Customer by instructing the Bank not to enter into this Agreement and lend the Customer’s Securities to perform all such Borrower by completion of the terms and provisions hereof Exhibit B hereto, such Exhibit B to be carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of updated from time to time upon written notice to the Bank from the Trust. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Trust enforceable in accordance with its terms, subject to the qualification that the enforceability of the Trust’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws. (c) The Shares Trust is aware that it is possible to be issued and delivered to and paid for loan portfolio securities without incurring the loan fees payable pursuant hereto by administering such a program itself, rather than hiring the Purchasers in accordance with this Agreement have been duly authorized and when issued and delivered to the Purchasers against payment therefor as provided by this Agreement will have been validly issued and will be fully paid and nonassessableBank. (d) The offering Trust represents and sale of the Shares hereunder are being made warrants that each Person who owns, controls or possesses securities which may be lent pursuant to an effective Registration Statement on Form N-2 (File No. 333-261521 this agreement is identified in the Customer Information Sheet attached hereto and 811-23247)made a part hereof as though fully set forth herein, initially filed with such Customer Information Sheet to be updated from time to time upon written notice to the Securities and Exchange Commission Bank from the Trust (the “CommissionCustomer Information Sheet”) and that the tax identification number of such Person is set forth opposite such Person’s name on December 7, 2021, such Customer Information Sheet. (e) The Trust represents and warrants (i) that the information contained in the attached Customer Information Sheet is complete and accurate in all respects as amended by Pre-Effective Amendment No. 1 thereto (the “Registration Statement”), and the Prospectus, dated January 24, 2022, including the statement of additional information and all documents incorporated by reference therein (the “Base Prospectus”), as supplemented by the Prospectus Supplement, dated the date hereof (the “Prospectus Supplement”), that will be filed with the Commission on or before the Closing Date. “Preliminary Prospectus,” as used herein means, the Base Prospectus and the Preliminary Prospectus Supplement, dated February 1, 2024 (including Trust acknowledges and affirms that the statement Bank may rely upon the accuracy and completeness of additional information and all documents incorporated therein by reference) that was used prior to the execution and delivery of this Agreement and filed with the Commission by the Trust. “Prospectus,” as used herein, means the Base Prospectus and the Prospectus Supplement (including the statement of additional information and all documents incorporated therein by reference). “Disclosure Package” means the Preliminary Prospectus taken together with the information relating to (i) contained in the number of Shares issued Customer Information Sheet in complying with its obligations under applicable laws and regulations and (ii) that the offering price of Trust has reviewed and understands the Shares included on the cover page of Offering Memorandum and the Prospectus. No stop order or other order suspending the Registration Statement has been issued and, to the best of the Trust’s knowledge, no proceedings for . (f) The Trust represents and warrants that purpose have been initiated or threatened by the Trust or any other governmental authorityall recitals contained herein are true and correct in all respects.

Trust Representations and Warranties. In connection with the purchase and sale of the Shares, the Trust represents and warrants to each Purchaser that: (a) The Trust (i) has been duly formed and has legal existence as a statutory trust and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own, lease and operate its properties and assets, and conduct its business as described in the Registration Statement (as defined below) and the Prospectus; (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business or other activity requires such qualification, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the Trust. (b) The Trust has full power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Trust. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Trust enforceable in accordance with its terms, subject to the qualification that the enforceability of the Trust’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws. (c) The Shares to be issued and delivered to and paid for by the Purchasers in accordance with this Agreement have been duly authorized and when issued and delivered to the Purchasers against payment therefor as provided by this Agreement will have been validly issued and will be fully paid and nonassessable. (d) The offering and sale of the Shares hereunder are being made pursuant to an effective Registration Statement on Form N-2 (File No. 333-261521 and 811-23247), initially filed with the Securities and Exchange Commission (the “Commission”) on December 7, 2021, as amended by Pre-Effective Amendment No. 1 thereto (the “Registration Statement”), and the Prospectus, dated January 24, 2022, including the statement of additional information and all documents incorporated by reference therein (the “Base Prospectus”), as supplemented by the Prospectus Supplement, dated the date hereof (the “Prospectus Supplement”), that will be filed with the Commission on or before the Closing Date. “Preliminary Prospectus,” as used herein means, the Base Prospectus and the Preliminary Prospectus Supplement, dated February 1June 28, 2024 2022 (including the statement of additional information and all documents incorporated therein by reference) that was used prior to the execution and delivery of this Agreement and filed with the Commission by the Trust. “Prospectus,” as used herein, means the Base Prospectus and the Prospectus Supplement (including the statement of additional information and all documents incorporated therein by reference). “Disclosure Package” means the Preliminary Prospectus taken together with the information relating to (i) the number of Shares issued and (ii) the offering price of the Shares included on the cover page of the Prospectus. No stop order or other order suspending the Registration Statement has been issued and, to the best of the Trust’s knowledge, no proceedings for that purpose have been initiated or threatened by the Trust or any other governmental authority.

Trust Representations and Warranties. In connection with the purchase and sale of the Shares, the Trust represents and warrants to each Purchaser that: (a) The Trust (i) has been duly formed and has legal existence as a statutory trust and is in good standing under the laws of the State of Delaware; (ii) has full power and authority to own, lease and operate its properties and assets, and conduct its business as described in the Registration Statement (as defined below) and the Prospectuscurrently conducted; (iii) is duly licensed and qualified to transact business and is in good standing in each jurisdiction where it owns or leases property or in which the conduct of its business or other activity requires such qualification, except where the failure to so qualify or to be in good standing would not have a material adverse effect on the Trust. (b) The Trust has full power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Trust. Assuming due authorization, execution and delivery by the other parties heretothereto, this Agreement constitutes a legal, valid and binding obligation of the Trust enforceable in accordance with its terms, subject to the qualification that the enforceability of the Trust’s obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited by federal or state securities laws. (c) The Shares to be issued and delivered to and paid for by the Purchasers in accordance with this Agreement have been duly authorized and when issued and delivered to the Purchasers against payment therefor as provided by this Agreement will have been validly issued and will be fully paid and nonassessable. (d) The offering and sale of the Shares hereunder are being made pursuant to an effective Registration Statement Trust’s Annual Report on Form N-2 (File No. 333N-261521 and 811-23247)CSR for the fiscal year ended September 30, initially 2023, as filed with the Securities SEC on November 29, 2023, and Exchange Commission the Trust’s Semi-Annual Report on Form N-CSRS for the period ended March 31, 2024, as filed with the SEC on May 29, 2024 (collectively, the “Commission”) on December 7, 2021, as amended by Pre-Effective Amendment No. 1 thereto (the “Registration StatementDisclosure Documents”), do not contain any untrue statement of a material fact, except to the extent updated or corrected in a subsequent filing by the Trust with the SEC. The Disclosure Documents and all other applicable reports filed by the ProspectusTrust with the SEC fairly describe, dated January 24in all material respects, 2022the general nature of the business and principal properties of the Company and its Subsidiaries. Except as disclosed in the Disclosure Documents, since March 31, 2024, there has been no material adverse change in the condition (financial or otherwise), business prospects, management, net assets or results of operations of the Trust, whether or not arising in the ordinary course of business (other than changes resulting from changes in securities markets generally). (e) The financial statements, including the statement of additional information assets and all documents incorporated by reference therein (the “Base Prospectus”)liabilities, as supplemented by the Prospectus Supplement, dated the date hereof (the “Prospectus Supplement”), that will be filed with the Commission on or before the Closing Date. “Preliminary Prospectus,” as used herein means, the Base Prospectus and the Preliminary Prospectus Supplement, dated February 1, 2024 (including the statement of additional information and all documents incorporated therein by reference) that was used prior to the execution and delivery of this Agreement and filed with the Commission by the Trust. “Prospectus,” as used herein, means the Base Prospectus and the Prospectus Supplement (including the statement of additional information and all documents incorporated therein by reference). “Disclosure Package” means the Preliminary Prospectus taken together with any related notes or schedules thereto, included in the information relating to (i) Disclosure Documents present fairly the number of Shares issued and (ii) the offering price financial position of the Shares included on the cover page Trust as of the Prospectus. No stop order or other order suspending dates and for the Registration Statement has been issued and, to periods indicated and such statements were prepared in accordance with generally accepted accounting principles in the best of the Trust’s knowledge, no proceedings for that purpose have been initiated or threatened by the Trust or any other governmental authorityUnited States applied on a consistent basis.