(e) the Fund is duly qualified or licensed by, and is in good standing in, each
jurisdiction in which it conducts its business, or in which it owns or leases real property or otherwise maintains an office, and in which such qualification or licensing is necessary and in which the failure, individually or in the aggregate, to be
so qualified or licensed would reasonably be expected to have a material adverse effect on the assets, business, operations, earnings, properties or condition (financial or otherwise), present or prospective, of the Fund (any such effect or change,
where the context so requires, is hereinafter called a Material Adverse Effect or a Material Adverse Change); other than as disclosed in the Prospectus, the Fund does not own, directly or indirectly, any shares
of beneficial interests or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association;
(f) the Fund, subject to the filing of the Prospectus under Rule 424 of the Securities Act Regulations, has taken all required action
under the Securities Act and the 1940 Act to consummate the transactions contemplated by this Agreement;
(g) the Fund is in
compliance in all material respects with all applicable laws, rules, regulations, orders, decrees and judgments, including those relating to transactions with affiliates and including certain Commission rules that prohibit the Fund from selling
securities in a public primary offering with a value exceeding more than one-third of its public float in any 12-month period so long as its public float remains below
$75.0 million;
(h) the Fund is not in breach of, or in default under (nor has any event occurred which with notice, lapse of
time, or both would constitute a breach of, or default under or give the holder of any indebtedness (or a person acting on such holders behalf) the right to require the repurchase, redemption or repayment of all or part of such indebtedness
under), its Charter Documents or in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, license, indenture, mortgage, deed of trust, bank loan or credit agreement or other agreement or
instrument to which the Fund is a party or by which it or its properties is bound or affected, except for such breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(i) the execution, delivery and performance by the Fund of this Agreement, the transactions contemplated by this Agreement (including,
without limitation, the issuance and sale of the Common Shares), the delivery of the Common Shares by the Fund, the Funds use of the proceeds from the sale of the Common Shares as described in the Registration Statement and the Prospectus, the
consummation by the Fund of the transactions contemplated by the Fund Agreements, and compliance by the Fund with the terms and provisions hereunder and thereunder, will not: (x) conflict with, or result in any breach of, or constitute a
default under (or constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under), (A) any provision of the Charter Documents of the Fund, (B) any provision of any contract, license, indenture,
mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Fund is a party or by which any of them or their respective properties may be bound or affected, or (C) any federal, state, local or foreign law,
regulation, rule, decree, judgment or order (each a Legal Requirement) issued by the U.S. government or any state, local or foreign government, court, administrative agency or commission or other governmental agency, authority or
instrumentality, domestic or foreign, of competent jurisdiction (each a Governmental Authority) applicable to the Fund, except in the case of clauses (B) or (C) for such conflicts, breaches or defaults which would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (y) result in the creation or imposition of any lien, charge, claim or encumbrance upon any material property or asset of the Fund;
(j) each of the Fund Agreements has been duly authorized, executed and delivered by the Fund and constitutes legal, valid and binding
agreements of the Fund enforceable in accordance with their respective terms, except, in each case, as enforcement may be limited by bankruptcy, insolvency,
5