Common use of Issuance and Sale of Notes Clause in Contracts

Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. From the date of the Original Agreement through August 30, 2018, the Company issued an additional $10,131,175 aggregate principal amount of the 2024 Notes in an at-the-market offering (the “Original Agreement 2024 Notes”). As of the date of this Agreement, the Company has issued a total of $209,412,175 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the NYSE under the trading symbol “PBY” (the “2028 Notes”). From the date of the Original Agreement through August 30, 2018, the Company issued an additional $6,917,250 aggregate principal amount of the 2028 Notes in an at-the-market offering (the “Original Agreement 2028 Notes”). As of the date of this Agreement, the Company has issued a total of $61,917,250 in aggregate principal amount of the 2028 Notes. The Company proposes to issue and sell through the Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, additional 2024 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement 2024 Notes (the “Maximum Amount of 2024 Notes”) and additional 2028 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement 2028 Notes (the “Maximum Amount of 2028 Notes”) (collectively, the “Notes”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of 2024 Notes and the Maximum Amount of 2028 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The 2024 Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original 2024 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2024 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2024 Supplemental Indenture, the “2024 Notes Indenture”). The 2028 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of June 7, 2018, between the Company and the Trustee (the “Original 2028 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2028 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2028 Supplemental Indenture, the “2028 Notes Indenture”). The issuance and sale of Notes through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company, the Adviser and the Administrator have also entered into (i) an amended and restated debt distribution agreement in substantially similar form to this Agreement (the “X. Xxxxx Agreement”) dated of even date herewith, with X. Xxxxx FBR, Inc. (“X. Xxxxx”) and (ii) a debt distribution agreement in substantially similar form to this Agreement (the “Comerica Agreement”) dated of even date herewith, with Comerica Securities, Inc. (“Comerica”). The aggregate principal amounts of Notes that may be sold collectively pursuant to this Agreement, the X. Xxxxx Agreement and the Comerica Agreement shall not exceed the Maximum Amount of 2024 Notes or the Maximum Amount of 2028 Notes, as applicable. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2, which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Notes. The 2024 Notes Indenture and the 2028 Notes Indenture have been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. Except where the context otherwise requires, the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the 1933 Act or deemed to be part of such registration statement pursuant to Rule 430C under the 1933 Act is hereinafter referred to as the “Registration Statement.” The prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the “Base Prospectus.” The Company has prepared and will file with the Commission in accordance with Rule 497 under the 1933 Act, a prospectus supplement (the “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Notes. The Base Prospectus and the most recent Prospectus Supplement filed with the Commission pursuant to Rule 497 under the 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement 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 are or are deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. From the date of the Original Agreement through August 30February 6, 20182019, the Company issued an additional $10,131,175 22,186,975 aggregate principal amount of the 2024 Notes in an at-the-market offering pursuant to the Original Agreement and the Amended and Restated Agreement (the “Original Agreement Prior Agreements 2024 Notes”). As of the date of this Agreement, the Company has issued a total of $209,412,175 221,467,975 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the NYSE under the trading symbol “PBY” (the “2028 Notes”). From the date of the Original Agreement through August 30February 6, 20182019, the Company issued an additional $6,917,250 12,410,775 aggregate principal amount of the 2028 Notes in an at-the-market offering pursuant to the Original Agreement and the Amended and Restated Agreement (the “Original Agreement Prior Agreements 2028 Notes”). As of the date of this Agreement, the Company has issued a total of $61,917,250 67,410,775 in aggregate principal amount of the 2028 Notes. In December 2018, the Company issued $50,000,000 in aggregate principal amount of its 6.875% Notes due 2029, which trade on the NYSE under the trading symbol “PBC” (the “2029 Notes”). The Company proposes to issue and sell through the Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, (i) additional 2024 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement the Prior Agreements 2024 Notes (the “Maximum Amount of 2024 Notes”), (ii) and additional 2028 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement the Prior Agreements 2028 Notes (the “Maximum Amount of 2028 Notes”) and (iii) additional 2029 Notes having an aggregate principal amount of up to $100,000,000 (the “Maximum Amount of 2029 Notes”) (collectively, the “Notes”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of 2024 Notes, the Maximum Amount of 2028 Notes and the Maximum Amount of 2028 2029 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The 2024 Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original 2024 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2024 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2024 Supplemental Indenture, the “2024 Notes Indenture”). The 2028 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of June 7, 2018, between the Company and the Trustee (the “Original 2028 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2028 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2028 Supplemental Indenture, the “2028 Notes Indenture”). The 2029 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of December 5, 2018, between the Company and the Trustee (the “Original 2029 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated as of February 7, 2019, between the Company and the Trustee (the “New 2029 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2029 Notes Supplemental Indenture, the “2029 Notes Indenture”). The issuance and sale of Notes through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company, the Adviser and the Administrator have also entered into (i) an a second amended and restated debt distribution agreement in substantially similar form to this Agreement (the “X. Xxxxx Agreement”) dated of even date herewith, with X. Xxxxx FBR, Inc. (“X. Xxxxx”) and (ii) a an amended and restated debt distribution agreement in substantially similar form to this Agreement (the “Comerica Agreement”) dated of even date herewith, with Comerica Securities, Inc. (“Comerica”). The aggregate principal amounts of Notes that may be sold collectively pursuant to this Agreement, the X. Xxxxx Agreement and the Comerica Agreement shall not exceed the Maximum Amount of 2024 Notes, the Maximum Amount of 2028 Notes or the Maximum Amount of 2028 2029 Notes, as applicable. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2, which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Notes. The 2024 Notes Indenture, the 2028 Notes Indenture and the 2028 2029 Notes Indenture have been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. Except where the context otherwise requires, the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the 1933 Act or deemed to be part of such registration statement pursuant to Rule 430C under the 1933 Act is hereinafter referred to as the “Registration Statement.” The prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the “Base Prospectus.” The Company has prepared and will file with the Commission in accordance with Rule 497 under the 1933 Act, a prospectus supplement (the “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Notes. The Base Prospectus and the most recent Prospectus Supplement filed with the Commission pursuant to Rule 497 under the 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement 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 are or are deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. From the date of the Original Agreement July 2, 2018 through August 30, 2018, the Company issued an additional $10,131,175 aggregate principal amount of the 2024 Notes in an at-the-market offering (the “Original Agreement Additional 2024 Notes”). As of the date of this Agreement, the Company has issued a total of $209,412,175 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the NYSE under the trading symbol “PBY” (the “2028 Notes”). From the date of the Original Agreement July 2, 2018 through August 30, 2018, the Company issued an additional $6,917,250 aggregate principal amount of the 2028 Notes in an at-the-market offering (the “Original Agreement Additional 2028 Notes”). As of the date of this Agreement, the Company has issued a total of $61,917,250 in aggregate principal amount of the 2028 Notes. The Company proposes to issue and sell through the Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, additional 2024 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement Additional 2024 Notes (the “Maximum Amount of 2024 Notes”) and additional 2028 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement Additional 2028 Notes (the “Maximum Amount of 2028 Notes”) (collectively, the “Notes”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of 2024 Notes and the Maximum Amount of 2028 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The 2024 Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original 2024 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2024 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2024 Supplemental Indenture, the “2024 Notes Indenture”). The 2028 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of June 7, 2018, between the Company and the Trustee (the “Original 2028 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2028 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2028 Supplemental Indenture, the “2028 Notes Indenture”). The issuance and sale of Notes through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company, the Adviser and the Administrator have also entered into (i) an amended and restated debt distribution agreement in substantially similar form to this Agreement (the “BB&T Agreement”) dated of even date herewith, with BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”), and (ii) an amended and restated debt distribution agreement in substantially similar form to this Agreement (the “X. Xxxxx Agreement”) dated of even date herewith, with X. Xxxxx FBR, Inc. (“X. Xxxxx”) and (ii) a debt distribution agreement in substantially similar form to this Agreement (the “Comerica Agreement”) dated of even date herewith, with Comerica Securities, Inc. (“Comerica”). The aggregate principal amounts of Notes that may be sold collectively pursuant to this Agreement, the X. Xxxxx BB&T Agreement and the Comerica X. Xxxxx Agreement shall not exceed the Maximum Amount of 2024 Notes or the Maximum Amount of 2028 Notes, as applicable. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2, which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Notes. The 2024 Notes Indenture and the 2028 Notes Indenture have been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. Except where the context otherwise requires, the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the 1933 Act or deemed to be part of such registration statement pursuant to Rule 430C under the 1933 Act is hereinafter referred to as the “Registration Statement.” The prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the “Base Prospectus.” The Company has prepared and will file with the Commission in accordance with Rule 497 under the 1933 Act, a prospectus supplement (the “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Notes. The Base Prospectus and the most recent Prospectus Supplement filed with the Commission pursuant to Rule 497 under the 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement 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 are or are deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).to

Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. From the date of the Original Agreement through August 30, 2018, the Company issued an additional $10,131,175 aggregate principal amount of the 2024 Notes in an at-the-market offering (the “Original Agreement 2024 Notes”). As of the date of this Agreement, the Company has issued a total of $209,412,175 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the NYSE under the trading symbol “PBY” (the “2028 Notes”). From the date of the Original Agreement through August 30, 2018, the Company issued an additional $6,917,250 aggregate principal amount of the 2028 Notes in an at-the-market offering (the “Original Agreement 2028 Notes”). As of the date of this Agreement, the Company has issued a total of $61,917,250 in aggregate principal amount of the 2028 Notes. The Company proposes to issue and sell through the Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, additional 2024 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement 2024 Notes (the “Maximum Amount of 2024 Notes”) and additional 2028 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement 2028 Notes (the “Maximum Amount of 2028 Notes”) (collectively, the “Notes”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of 2024 Notes and the Maximum Amount of 2028 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The 2024 Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original 2024 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2024 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2024 Supplemental Indenture, the “2024 Notes Indenture”). The 2028 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of June 7, 2018, between the Company and the Trustee (the “Original 2028 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2028 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2028 Supplemental Indenture, the “2028 Notes Indenture”). The issuance and sale of Notes through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company, the Adviser and the Administrator have also entered into (i) an amended and restated debt distribution agreement in substantially similar form to this Agreement (the “X. Xxxxx BB&T Agreement”) dated of even date herewith, with X. Xxxxx FBRBB&T Capital Markets, Inc. a division of BB&T Securities, LLC (“X. XxxxxBB&T”) and (ii) a debt distribution agreement in substantially similar form to this Agreement (the “Comerica Agreement”) dated of even date herewith, with Comerica Securities, Inc. (“Comerica”). The aggregate principal amounts of Notes that may be sold collectively pursuant to this Agreement, the X. Xxxxx BB&T Agreement and the Comerica Agreement shall not exceed the Maximum Amount of 2024 Notes or the Maximum Amount of 2028 Notes, as applicable. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2, which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Notes. The 2024 Notes Indenture and the 2028 Notes Indenture have been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. Except where the context otherwise requires, the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the 1933 Act or deemed to be part of such registration statement pursuant to Rule 430C under the 1933 Act is hereinafter referred to as the “Registration Statement.” The prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the “Base Prospectus.” The Company has prepared and will file with the Commission in accordance with Rule 497 under the 1933 Act, a prospectus supplement (the “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Notes. The Base Prospectus and the most recent Prospectus Supplement filed with the Commission pursuant to Rule 497 under the 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement 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 are or are deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. From the date of the Original Agreement July 2, 2018 through August 30February 6, 20182019, the Company issued an additional $10,131,175 22,186,975 aggregate principal amount of the 2024 Notes in an at-the-market offering (the “Original Agreement Additional 2024 Notes”). As of the date of this Agreement, the Company has issued a total of $209,412,175 221,467,975 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the NYSE under the trading symbol “PBY” (the “2028 Notes”). From the date of the Original Agreement July 2, 2018 through August 30February 6, 20182019, the Company issued an additional $6,917,250 12,410,775 aggregate principal amount of the 2028 Notes in an at-the-market offering (the “Original Agreement Additional 2028 Notes”). As of the date of this Agreement, the Company has issued a total of $61,917,250 67,410,775 in aggregate principal amount of the 2028 Notes. In December 2018, the Company issued $50,000,000 in aggregate principal amount of its 6.875% Notes due 2029, which trade on the NYSE under the trading symbol “PBC” (the “2029 Notes”). The Company proposes to issue and sell through the Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, (i) additional 2024 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement Additional 2024 Notes (the “Maximum Amount of 2024 Notes”), (ii) and additional 2028 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement Additional 2028 Notes (the “Maximum Amount of 2028 Notes”) and (iii) additional 2029 Notes having an aggregate principal amount of up to $100,000,000 (the “Maximum Amount of 2029 Notes”) (collectively, the “Notes”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of 2024 Notes, the Maximum Amount of 2028 Notes and the Maximum Amount of 2028 2029 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The 2024 Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original 2024 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2024 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2024 Supplemental Indenture, the “2024 Notes Indenture”). The 2028 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of June 7, 2018, between the Company and the Trustee (the “Original 2028 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2028 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2028 Supplemental Indenture, the “2028 Notes Indenture”). The 2029 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of December 5, 2018, between the Company and the Trustee (the “Original 2029 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated as of February 7, 2019, between the Company and the Trustee (the “New 2029 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2029 Notes Supplemental Indenture, the “2029 Notes Indenture”). The issuance and sale of Notes through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company, the Adviser and the Administrator have also entered into (i) an a second amended and restated debt distribution agreement in substantially similar form to this Agreement (the “BB&T Agreement”) dated of even date herewith, with BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”), and (ii) a second amended and restated debt distribution agreement in substantially similar form to this Agreement (the “X. Xxxxx Agreement”) dated of even date herewith, with X. Xxxxx FBR, Inc. (“X. Xxxxx”) and (ii) a debt distribution agreement in substantially similar form to this Agreement (the “Comerica Agreement”) dated of even date herewith, with Comerica Securities, Inc. (“Comerica”). The aggregate principal amounts of Notes that may be sold collectively pursuant to this Agreement, the X. Xxxxx BB&T Agreement and the Comerica X. Xxxxx Agreement shall not exceed the Maximum Amount of 2024 Notes, the Maximum Amount of 2028 Notes or the Maximum Amount of 2028 2029 Notes, as applicable. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2, which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Notes. The 2024 Notes Indenture, the 2028 Notes Indenture and the 2028 2029 Notes Indenture have been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. Except where the context otherwise requires, the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the 1933 Act or deemed to be part of such registration statement pursuant to Rule 430C under the 1933 Act is hereinafter referred to as the “Registration Statement.” The prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the “Base Prospectus.” The Company has prepared and will file with the Commission in accordance with Rule 497 under the 1933 Act, a prospectus supplement (the “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Notes. The Base Prospectus and the most recent Prospectus Supplement filed with the Commission pursuant to Rule 497 under the 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement 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 are or are deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).

Issuance and Sale of Notes. In December 2015, the Company issued $160,000,000 in aggregate principal amount of its 6.25% Notes due 2024, which trade on the New York Stock Exchange (the “NYSE”) under the trading symbol “PBB” (the “2024 Notes”). From June 2016 through August 2016, the Company issued an additional $39,281,000 aggregate principal amount of the 2024 Notes in an at-the-market offering. From the date of the Original Agreement through August 30February 6, 20182019, the Company issued an additional $10,131,175 22,186,975 aggregate principal amount of the 2024 Notes in an at-the-market offering pursuant to the Original Agreement and the Amended and Restated Agreement (the “Original Agreement Prior Agreements 2024 Notes”). As of the date of this Agreement, the Company has issued a total of $209,412,175 221,467,975 in aggregate principal amount of the 2024 Notes. In June 2018, the Company issued $55,000,000 in aggregate principal amount of its 6.25% Notes due 2028, which trade on the NYSE under the trading symbol “PBY” (the “2028 Notes”). From the date of the Original Agreement through August 30February 6, 20182019, the Company issued an additional $6,917,250 12,410,775 aggregate principal amount of the 2028 Notes in an at-the-market offering pursuant to the Original Agreement and the Amended and Restated Agreement (the “Original Agreement Prior Agreements 2028 Notes”). As of the date of this Agreement, the Company has issued a total of $61,917,250 67,410,775 in aggregate principal amount of the 2028 Notes. In December 2018, the Company issued $50,000,000 in aggregate principal amount of its 6.875% Notes due 2029, which trade on the NYSE under the trading symbol “PBC” (the “2029 Notes”). The Company proposes to issue and sell through the Agent, as sales agent, in accordance with the terms and conditions set forth in Section 4 of this Agreement, (i) additional 2024 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement the Prior Agreements 2024 Notes (the “Maximum Amount of 2024 Notes”), (ii) and additional 2028 Notes having an aggregate principal amount of up to $100,000,000 less the aggregate principal amount of Original Agreement the Prior Agreements 2028 Notes (the “Maximum Amount of 2028 Notes”) and (iii) additional 2029 Notes having an aggregate principal amount of up to $100,000,000 (the “Maximum Amount of 2029 Notes”) (collectively, the “Notes”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the Maximum Amount of 2024 Notes, the Maximum Amount of 2028 Notes and the Maximum Amount of 2028 2029 Notes to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The 2024 Notes will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of December 10, 2015, between the Company and the Trustee (the “Original 2024 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2024 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2024 Supplemental Indenture, the “2024 Notes Indenture”). The 2028 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of June 7, 2018, between the Company and the Trustee (the “Original 2028 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated July 2, 2018, between the Company and the Trustee (the “New 2028 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2028 Supplemental Indenture, the “2028 Notes Indenture”). The 2029 Notes will be issued pursuant to the Base Indenture, as supplemented by a supplemental indenture, dated as of December 5, 2018, between the Company and the Trustee (the “Original 2029 Notes Supplemental Indenture”) as further supplemented by a supplemental indenture, dated as of February 7, 2019, between the Company and the Trustee (the “New 2029 Notes Supplemental Indenture” and together with the Base Indenture and the Original 2029 Notes Supplemental Indenture, the “2029 Notes Indenture”). The issuance and sale of Notes through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Company, the Adviser and the Administrator have also entered into (i) an a second amended and restated debt distribution agreement in substantially similar form to this Agreement (the “X. Xxxxx BB&T Agreement”) dated of even date herewith, with X. Xxxxx FBRBB&T Capital Markets, Inc. a division of BB&T Securities, LLC (“X. XxxxxBB&T”) ), and (ii) a an amended and restated debt distribution agreement in substantially similar form to this Agreement (the “Comerica Agreement”) dated of even date herewith, with Comerica Securities, Inc. (“Comerica”). The aggregate principal amounts of Notes that may be sold collectively pursuant to this Agreement, the X. Xxxxx BB&T Agreement and the Comerica Agreement shall not exceed the Maximum Amount of 2024 Notes, the Maximum Amount of 2028 Notes or the Maximum Amount of 2028 2029 Notes, as applicable. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Investment Advisory Agreement”), with the Adviser under the Advisers Act. The Company has entered into an administration agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, pursuant to the 1933 Act, with the Commission a registration statement on Form N-2, which registers the offer and sale of certain securities to be issued from time to time by the Company, including the Notes. The 2024 Notes Indenture, the 2028 Notes Indenture and the 2028 2029 Notes Indenture have been qualified under the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”). The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. Except where the context otherwise requires, the registration statement, as amended when it became effective and any post-effective amendment thereto, including in each case all documents filed as a part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the 1933 Act or deemed to be part of such registration statement pursuant to Rule 430C under the 1933 Act is hereinafter referred to as the “Registration Statement.” The prospectus, in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as the “Base Prospectus.” The Company has prepared and will file with the Commission in accordance with Rule 497 under the 1933 Act, a prospectus supplement (the “Prospectus Supplement”) supplementing the Base Prospectus in connection with offers and sales of the Notes. The Base Prospectus and the most recent Prospectus Supplement filed with the Commission pursuant to Rule 497 under the 1933 Act at each Applicable Time and each Settlement Date are hereinafter referred to collectively as the “Prospectus.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement 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 are or are deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”).