Common use of Issuance and Sale of Securities Clause in Contracts

Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Agents, acting as agents and/or principals, the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 (the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below), which was filed by the Company with the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form S-3 (File No. 333-203498), including a Base Prospectus (defined below), relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus specifically relating to the sale of the Securities pursuant to an “at the market” offering as defined in Rule 415 of the Securities Act. The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentatives (in such capacity, the “Representatives”) an aggregate of 6,000,000 shares of the Company’s shares of common stock5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, $0.01 par value $0.001 per share, with a liquidation preference of $25 per share (the “Common StockSeries A Preferred Stock”)(the “Firm Securities”) and, at the election of the Underwriters, up to 900,000 additional shares of the Series A Preferred Stock (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase, with an aggregate offering price of up severally and not jointly, pursuant to $450,000,000 (Section 4 hereof being collectively called the “Securities”). Notwithstanding anything to the contrary contained hereinUnder certain circumstances, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall may be the sole responsibility convertible into shares of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below), which was filed by the Company with the Securities and Exchange Commission ’s common stock par value $0.001 per share (the “CommissionUnderlying Securities”) The Securities will be authorized by, and became effective under Rule 462(e) under subject to the terms and conditions of, the Company’s charter (the “Articles”), including the Articles Supplementary classifying, designating and establishing the terms of the Securities Act of 1933to be dated July 15, as amended, and the rules and regulations thereunder 2021 (collectively, the “Securities ActArticles Supplementary”). The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 17, 2021 by the Company’s Board of Directors (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 17, 2021 by the Company’s Board of Directors (the “Administration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498236415), including a Base Prospectus (defined below)which became effective upon filing on February 13, relating to 2020 and which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Securities. The Company has filed or will file in accordance 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 provisions of Commission on April 16, 2004, under the Securities Exchange Act of 19341940 Act. The registration statement, as amended, when it became effective and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus specifically relating to the sale of the Securities pursuant to an “at the market” offering as defined in Rule 415 of the Securities Act. The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such timein each case all documents filed as a part thereof, the all documents incorporated or deemed to be incorporated therein by reference therein at such time reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424 under the Securities 1933 Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of or Rule 430C under the Securities 1933 Act (“or Rule 430B”); provided, however, that 424 under the 1933 Act is hereinafter referred to as the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The prospectus, in the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with respect the preliminary prospectus supplement, dated July 12, 2021, including all documents incorporated or deemed to be incorporated therein by reference and filed with the Commission pursuant to Rule 424 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the Securities within extent required) with the meaning Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on July 12, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” 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, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of paragraph the foregoing (f)(2and 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, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to mean and include the filing of Rule 430Bany document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, 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 Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentatives (in such capacity, the “Representatives”) $100,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 6.375% Notes due 2024 (the “Securities”). Notwithstanding anything The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the contrary contained herein“Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of October 1, 2018, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) ). The Company has entered into an investment advisory and became effective under Rule 462(e) management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 19, and 2018 by the rules and regulations thereunder Board (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498213391), including a Base Prospectus (defined below), relating to which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment 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 exhibits 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 Base Prospectus, together with the preliminary prospectus supplement, dated September 27, 2018, filed with the Commission pursuant to Rule 497 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 497 following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto in accordance with Rule 482 under the 1933 Act and any filed with the Commission pursuant to Rule 497 under the 1933 Act on September 27, 2018, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules thereto at such timeand other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the documents incorporated Pricing Disclosure Package 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 therein at such time pursuant in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to Item 12 amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus shall be deemed to mean and include the filing of Form S-3 any document under the Securities Exchange Act and the documents otherwise which is or is deemed to be a part incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof as of such time filed with the Commission pursuant to Rule 430B of the Securities Act its Electronic Data Gathering, Analysis and Retrieval System (“Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you (the Sales Agents, acting as agents and/or principals, “Underwriter”) an aggregate of 187,000 shares of the Company’s shares of common stock5.50% Series A2 Preferred Stock, $0.01 par value $0.001 per share, with a liquidation preference of $25 per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 (the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of The Securities issued and sold under this Agreement shall will be the sole responsibility convertible into shares of the Company’s common stock, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below), which was filed by the Company with the Securities and Exchange Commission par value $0.001 per share (the “CommissionUnderlying Securities”) ). The Securities will be authorized by, and became effective under Rule 462(e) under subject to the terms and conditions of, the Company’s charter (the “Articles”), including the Articles Supplementary classifying, designating and establishing the terms of the Securities Act of 1933to be dated May 26, as amended, and the rules and regulations thereunder 2021 (collectively, the “Securities ActArticles Supplementary”). The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (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 17, 2020 by the Company’s Board of Directors (the “Administration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498333- 236415), including a Base Prospectus (defined below)which became effective upon filing on February 13, relating to 2020 and which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Securities. The Company has filed or will file in accordance 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 provisions of Commission on April 16, 2004, under the Securities Exchange Act of 19341940 Act. The registration statement, as amended, when it became effective and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus specifically relating to the sale of the Securities pursuant to an “at the market” offering as defined in Rule 415 of the Securities Act. The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such timein each case all documents filed as a part thereof, the all documents incorporated or deemed to be incorporated therein by reference therein at such time reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424 under the Securities 1933 Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of or Rule 430C under the Securities 1933 Act (“or Rule 430B”); provided, however, that 424 under the 1933 Act is hereinafter referred to as the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The prospectus, in the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with respect the preliminary prospectus supplement, dated May 12, 2021, including all documents incorporated or deemed to be incorporated therein by reference and filed with the Commission pursuant to Rule 424 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the Securities within extent required) with the meaning Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on May 19, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” 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, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of paragraph the foregoing (f)(2and 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, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to mean and include the filing of Rule 430Bany document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, 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 Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Agentseither Agent, acting as agents and/or principalssales agent, the Company’s or directly to either Agent acting as principal from time to time, shares of common stock, $0.01 0.001 par value per share share, of the Company (the “Common Stock”), with an aggregate on the terms set forth in this Agreement; provided, however, that in no event shall the Company issue or sell through or to such Agent any number of shares of Common Stock that (a) exceed the number of shares or dollar amount of securities registered on the effective Registration Statement (as defined below) pursuant to which this offering price is being made or (b) exceeds the number of up authorized but unissued shares of Common Stock (the lesser of (a) and (b), the “Maximum Amount”). The shares of Common Stock to $450,000,000 (be issued and sold pursuant to this Agreement are referred to herein as the “Securities”).” The Company hereby appoints England as Independent Financial Advisor with respect to the offering of the Securities. While serving as Independent Financial Advisor, England shall not participate in the sale of the Securities. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents that neither Agent shall have no any obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents or to any Agent will be effected pursuant to the Registration Statement (as defined below), which was filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ), although nothing in this Agreement shall be construed as requiring the Securities Act of 1933, as amended, and Company to use the rules and regulations thereunder (collectively, the “Securities Act”)Registration Statement to issue any Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission Commission, a registration statement on Form S-3 (File No. 333-203498234686), including a Base Prospectus (defined below)base prospectus, relating to certain securitiesshares of Common Stock, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus will prepare one or more prospectus supplements specifically relating to the sale Securities (each a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to each Agent, for use by such Agent, copies of the Securities base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Securities. Except where the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to an “at Rule 424(b) under the market” offering as defined in Securities Act, or deemed to be a part of such registration statement pursuant to Rule 415 430B of the Securities Act. The , or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Securities, is herein called the “Registration Statement”.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as of it may be supplemented by one or more Prospectus Supplements, in the form in which such base prospectus and/or a Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any time, means such registration statement as amended by any post-effective amendments amendment or supplement thereto at such time, including the exhibits shall be deemed to refer to and any schedules thereto at such time, include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein at such time (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Securities Act and Interactive Data Electronic Application system when used by the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act Commission (collectively, “Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentatives (in such capacity, the “Representatives”) $25,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 3.706% Notes due 2026 (the “Securities”). Notwithstanding anything to the contrary contained hereinIf there shall be only one person, firm or corporation named as an addressee above, the parties hereto agree term “Representatives” as used herein shall mean that compliance person, firm or corporation. If there shall be only one person, firm or corporation named in Schedule I hereto, the term “Underwriters” as used herein shall mean that person, firm or corporation. The Securities 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 January 22, 2021, between the Company and the Trustee (the “Supplemental Indenture” and together with the limitation set forth in this Section 1 on Base Indenture, the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”). On January 22, 2021, the Company issued $325,000,000 in aggregate principal amount of its 3.706% Notes due 2026 under the Indenture and, concurrently with the Closing Time, will issue an additional $50,000,000 in aggregate principal amount of its 3.706% Notes due 2026 under the Indenture (the “Existing Securities”). The Securities offered by the Company pursuant to this Agreement and on the terms set forth in the Pricing Disclosure Package (as defined below) constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package, the Securities will have identical terms (other than issue date and issue price) and became effective under Rule 462(e) CUSIP number as, and will be fungible with, the Existing Securities and will be treated as a single series with the Existing Securities for U.S. federal income tax purposes. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 17, and 2020 by the rules and regulations thereunder Company’s Board of Directors (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498236415), including a Base Prospectus (defined below)which became effective upon filing on February 13, relating to 2020 and which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such timein each case all documents filed as a part thereof, the all documents incorporated or deemed to be incorporated therein by reference therein at such time reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424 under the Securities 1933 Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of or Rule 430C under the Securities 1933 Act (“or Rule 430B”); provided, however, that 424 under the 1933 Act is hereinafter referred to as the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The prospectus, in the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with respect the preliminary prospectus supplement, dated February 17, 2021, including all documents incorporated or deemed to be incorporated therein by reference and filed with the Commission pursuant to Rule 424 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the Securities within extent required) with the meaning Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on February 17, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” 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, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of paragraph the foregoing (f)(2and 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, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to mean and include the filing of Rule 430Bany document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, 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 Securities. The Company Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales AgentsMLV, acting as agents and/or principalssales agent, common units representing limited partner interests in the Company’s shares of common stock, $0.01 par value per share Partnership (the “Common StockUnits”), with ) having an aggregate offering gross sales price of up to $450,000,000 100,000,000 (the “SecuritiesMaximum Amount”). The Common Units to be issued and sold pursuant to this Agreement are referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the CompanyPartnership, and the Sales Agents that MLV shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents MLV will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with Partnership and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ), although nothing in this Agreement shall be construed as requiring the Securities Act of 1933, as amended, and Partnership to use the rules and regulations thereunder (collectively, the “Securities Act”)Registration Statement to issue any Securities. The Company Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission Commission, a registration statement on Form S-3 (File No. 333-203498202575), including a Base Prospectus (defined below)base prospectus, relating to certain securities, including the Securities to be issued from time to time by the CompanyPartnership, and which incorporates by reference documents that the Company Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus Partnership will prepare one or more prospectus supplements specifically relating to the sale Securities (each a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to MLV, for use by MLV, copies of the Securities base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to an “at Rule 424(b) under the market” offering as defined in Securities Act or deemed to be a part of such registration statement pursuant to Rule 415 430B of the Securities Act. The , is herein called the “Registration Statement”.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as of it may be supplemented by one or more Prospectus Supplements, in the form in which such base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any time, means such registration statement as amended by any post-effective amendments amendment or supplement thereto at such time, including the exhibits shall be deemed to refer to and any schedules thereto at such time, include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein at such time (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Securities Act and Interactive Data Electronic Application system when used by the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act Commission (collectively, “Rule 430BEXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentatives (in such capacity, the “Representatives”) $175,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share 6.375% Convertible Notes due 2025 (the “Common StockFirm Securities”) and, at the election of the Underwriters, up to an additional $26,250,000 in aggregate principal amount of the Company’s 6.375% Convertible Notes due 2025 (the “Optional Securities”), with an aggregate offering price of up . The Firm Securities and the Optional Securities that the Underwriters elect to $450,000,000 (purchase pursuant to Section 4 hereof being collectively called the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of The Securities issued and sold under this Agreement shall will be the sole responsibility convertible into shares of the Company’s common stock (par value $0.001 per share) (the “Underlying Securities”). The Securities 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, to be dated as of March 1, 2019, between the Company and the Sales Agents shall have no obligation in connection Trustee (the “Supplemental Indenture” and together with such compliancethe Base Indenture, the “Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) ). The Company has entered into an investment advisory and became effective under Rule 462(e) management agreement, dated as of July 24, 2004, as renewed on June 19, 2018, by the Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 19, and 2018, by the rules and regulations thereunder Board (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498227124), including a Base Prospectus (defined below), relating to which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment 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 exhibits 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 Base Prospectus, together with the preliminary prospectus supplement, dated February 26, 2019, filed with the Commission pursuant to Rule 497 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 497 following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information included on Schedule III hereto in accordance with Rule 482 under the 1933 Act and any filed with the Commission pursuant to Rule 497 under the 1933 Act on February 27, 2019, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules thereto at such timeand other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the documents incorporated Pricing Disclosure Package 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 therein at such time pursuant in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to Item 12 amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus shall be deemed to mean and include the filing of Form S-3 any document under the Securities Exchange Act and the documents otherwise which is or is deemed to be a part incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof as of such time filed with the Commission pursuant to Rule 430B of the Securities Act its Electronic Data Gathering, Analysis and Retrieval System (“Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you (the Sales Agents, acting as agents and/or principals, “Underwriter”) $225,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 4.95% Convertible Notes due 2022 (the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of The Securities issued and sold under this Agreement shall will be the sole responsibility convertible into shares of the Company’s common stock (par value $0.001 per share) (the “Underlying Securities”). The Securities 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 April 11, 2017, between the Company and the Sales Agents shall have no obligation in connection Trustee (the “Supplemental Indenture” and together with such compliancethe Base Indenture, the “Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriter will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) ). The Company has entered into an investment advisory and became effective under Rule 462(e) management agreement, dated as of July 24, 2004, as renewed on June 21, 2016 by the Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 21, and 2016, by the rules and regulations thereunder Board (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498213391), including a Base Prospectus (defined below), relating to which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment 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 exhibits 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 Base Prospectus, together with the preliminary prospectus supplement, dated April 5, 2017, filed with the Commission pursuant to Rule 497 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 497 following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information included on Schedule III hereto in accordance with Rule 482 under the 1933 Act and any filed with the Commission pursuant to Rule 497 under the 1933 Act on April 6, 2017, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules thereto at such timeand other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the documents incorporated Pricing Disclosure Package 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 therein at such time pursuant in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to Item 12 amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus shall be deemed to mean and include the filing of Form S-3 any document under the Securities Exchange Act and the documents otherwise which is or is deemed to be a part incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof as of such time filed with the Commission pursuant to Rule 430B of the Securities Act its Electronic Data Gathering, Analysis and Retrieval System (“Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees Partnership and BRFBR agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Partnership may issue and sell to or through the Sales AgentsBRFBR, acting as agents sales agent and/or principalsprincipal, common units representing limited partner interests in the Company’s shares of common stock, $0.01 par value per share Partnership (the “Common StockUnits”), with an aggregate offering price of up . The Common Units to $450,000,000 (be issued and sold pursuant to this Agreement are referred to herein as the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. .” The issuance and sale of the Securities to or through the Sales Agents BRFBR will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with Partnership and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ); provided, however, that nothing in this Agreement shall be construed as requiring the Securities Act of 1933, as amended, and Partnership to use the rules and regulations thereunder (collectively, the “Securities Act”)Registration Statement to issue any Securities. The Company Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission Commission, a registration statement on Form S-3 (File No. 333-203498230380), including a Base Prospectus (defined below)base prospectus, relating to certain securities, including the Securities to be issued from time to time by the CompanyPartnership, and which that incorporates by reference documents that the Company Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus Partnership will prepare one or more prospectus supplements specifically relating to the sale Securities (each, a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to BRFBR, for use by BRFBR, copies of the Securities base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to an “at Rule 424(b) under the market” offering as defined in Securities Act or deemed to be a part of such registration statement pursuant to Rule 415 430B of the Securities Act. The , is herein called the “Registration Statement”.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as of it may be supplemented by one or more Prospectus Supplements, in the form in which such base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any time, means such registration statement as amended by any post-effective amendments amendment or supplement thereto at such time, including the exhibits shall be deemed to refer to and any schedules thereto at such time, include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein at such time (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Securities Act and Interactive Data Electronic Application system when used by the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act Commission (collectively, “Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentatives (in such capacity, the “Representatives”) $300,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 3.437% Notes due 2028 (the “Securities”). Notwithstanding anything The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the contrary contained herein“Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of September 30, 2021, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) ). The Company has entered into an investment advisory and became effective under Rule 462(e) management agreement, dated as of July 24, 2004, as renewed on June 17, 2021 by the Company’s Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 17, and 2021 by the rules and regulations thereunder Company’s Board of Directors (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498236415), including a Base Prospectus (defined below)which became effective upon filing on February 13, relating to 2020 and which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such timein each case all documents filed as a part thereof, the all documents incorporated or deemed to be incorporated therein by reference therein at such time reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424 under the Securities 1933 Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of or Rule 430C under the Securities 1933 Act (“or Rule 430B”); provided, however, that 424 under the 1933 Act is hereinafter referred to as the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The prospectus, in the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with respect the preliminary prospectus supplement, dated September 23, 2021, including all documents incorporated or deemed to be incorporated therein by reference and filed with the Commission pursuant to Rule 424 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the Securities within extent required) with the meaning Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on September 23, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” 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, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of paragraph the foregoing (f)(2and 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, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to mean and include the filing of Rule 430Bany document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, 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 Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentative (in such capacity, the “Representatives”) $50,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share 6.875% Notes due 2029 (the “Common StockFirm Securities”) and, at the election of the Underwriters, up to an additional $7,500,000 in aggregate principal amount of the Company’s 6.875% Notes due 2029 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase, with an aggregate offering price of up severally and not jointly, pursuant to $450,000,000 (Section 4 hereof being collectively called the “Securities”. The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”). Notwithstanding anything , between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of December 5, 2018, between the contrary contained hereinCompany and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) ). The Company has entered into an investment advisory and became effective under Rule 462(e) management agreement, dated as of July 24, 2004, as renewed on June 19, 2018 by the Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 19, and 2018 by the rules and regulations thereunder Board (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498333- 213391), including a Base Prospectus (defined below), relating to which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment 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 exhibits 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 Base Prospectus, together with the preliminary prospectus supplement, dated November 28, 2018, filed with the Commission pursuant to Rule 497 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 497 following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto in accordance with Rule 482 under the 1933 Act and any filed with the Commission pursuant to Rule 497 under the 1933 Act on November 28, 2018, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules thereto at such timeand other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the documents incorporated Pricing Disclosure Package 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 therein at such time pursuant in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to Item 12 amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus shall be deemed to mean and include the filing of Form S-3 any document under the Securities Exchange Act and the documents otherwise which is or is deemed to be a part incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof as of such time filed with the Commission pursuant to Rule 430B of the Securities Act its Electronic Data Gathering, Analysis and Retrieval System (“Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales AgentsAgent, acting as agents and/or principalssales agent, the Company’s shares of common stock, $0.01 par shares with a nominal value per share of CHF 0.10 each (the “Common StockShares”) to be delivered in the form of American Depositary Shares (the “ADSs”), with an aggregate offering price of up each representing one Common Share, subject to $450,000,000 the limitations set forth in Section 5(c) (the “SecuritiesPlacement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number aggregate gross sales price of Securities Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of Securities Placement Shares through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below), which was ) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 1, 2022 and became to be declared effective under Rule 462(e) under by the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has prepared and will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form S-3 (File No. 333-203498)F-3, including (a) a Base Prospectus (defined below)base prospectus, relating to certain securities, including the Securities Underlying Common Shares (as defined below), to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared , and (b) a Prospectus Supplement (defined below) to the Base Prospectus prospectus supplement specifically relating to the sale Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the Securities base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Placement Shares provided, however, that Agent is provided with a reasonable opportunity to review any such registration statement or prospectus. Except where the context otherwise requires, such registration statement, including any amendments thereto and all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed #95784421v14 with the Commission pursuant to an Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 462(b) under the Securities Act, is herein called the “at Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the marketRegistration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” offering (as used herein, as defined in Rule 415 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” A registration statement on Form F-6 (File No. 333-256924), and any amendments thereto, in respect of the Securities Act. The ADSs has been filed with the Commission; such registration statement in the form heretofore delivered to the Agent and, excluding exhibits, has been declared effective by the Commission; no other document with respect to such registration statement has heretofore been filed with the Commission; (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter called the “ADS Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including ). Any reference herein to the exhibits and any schedules thereto at such timeRegistration Statement, the documents incorporated ADS Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under (the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430BIncorporated Documents”); provided, howeverincluding, that unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “Registration Statementamend,” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective dateamendment” of the Registration Statement or “supplement” with respect to the Securities within Registration Statement, ADS Registration Statement, the meaning Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of paragraph any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, ADS Registration Statement or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the ADS Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (f)(2) of Rule 430Bcollectively, “XXXXX”). Unless the context otherwise requires, each reference to the ADSs or the Placement Shares herein also includes the Common Shares underlying such ADSs and Placement Shares (the “Underlying Common Shares”).

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentatives (in such capacity, the “Representatives”) $50,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 3.706% Notes due 2026 (the “Securities”). Notwithstanding anything to the contrary contained hereinIf there shall be only one person, firm or corporation named as an addressee above, the parties hereto agree term “Representatives” as used herein shall mean that compliance person, firm or corporation. If there shall be only one person, firm or corporation named in Schedule I hereto, the term “Underwriters” as used herein shall mean that person, firm or corporation. The Securities 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 January 22, 2021, between the Company and the Trustee (the “Supplemental Indenture” and together with the limitation set forth in this Section 1 on Base Indenture, the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”). On January 22, 2021, the Company issued $325,000,000 in aggregate principal amount of its 3.706% Notes due 2026 under the Indenture (the “Existing Securities”). The Securities offered by the Company pursuant to this Agreement and on the terms set forth in the Pricing Disclosure Package (as defined below) constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package, the Securities will have identical terms (other than issue date and issue price) and became effective under Rule 462(e) CUSIP number as, and will be fungible with, the Existing Securities and will be treated as a single series with the Existing Securities for U.S. federal income tax purposes. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 17, and 2020 by the rules and regulations thereunder Company’s Board of Directors (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498236415), including a Base Prospectus (defined below)which became effective upon filing on February 13, relating to 2020 and which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such timein each case all documents filed as a part thereof, the all documents incorporated or deemed to be incorporated therein by reference therein at such time reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424 under the Securities 1933 Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of or Rule 430C under the Securities 1933 Act (“or Rule 430B”); provided, however, that 424 under the 1933 Act is hereinafter referred to as the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The prospectus, in the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with respect the preliminary prospectus supplement, dated February 12, 2021, including all documents incorporated or deemed to be incorporated therein by reference and filed with the Commission pursuant to Rule 424 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the Securities within extent required) with the meaning Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on February 12, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” 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, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of paragraph the foregoing (f)(2and 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, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to mean and include the filing of Rule 430Bany document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, 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 Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales AgentsMLV, acting as agents and/or principalsagent, (i) up to $250,000,000 aggregate offering price of shares (the “Common Shares”) of the Company’s shares of common stock, par value $0.01 par value per share (the “Common Stock”), with an ; and (ii) up to $100,000,000 aggregate offering price of up shares (the “Preferred Shares”) of the Company’s 8.0% Series D Cumulative Preferred Stock, par value $0.01 per share (the “Preferred Stock”), provided however, that in no event shall the Company issue or sell through MLV such number of Common Shares and Preferred Shares, respectively, that in the aggregate (a) exceeds the aggregate offering price of the Common Shares or Preferred Shares, respectively, registered on the effective registration statement pursuant to $450,000,000 which the offering is being made, or (b) exceeds the number of authorized but unissued Common Shares or Preferred Shares, respectively (the lesser of (a) and (b), the “Maximum Amount”). The Common Shares and the Preferred Shares are sometimes referred to herein as the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Securities through the Sales Agents MLV will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form S-3 (File No. 333-203498)S-3, including three prospectuses, with respect to equity and other offerings, including a Base Prospectus (defined below), relating to certain securities, including prospectus for the Securities to be issued from time to time by Common Shares and a prospectus for the CompanyPreferred Shares, and which incorporates incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared may prepare prospectus supplements (each, a “Prospectus Supplement”) to the prospectuses to be included as part of such registration statement with respect to the offerings of Securities by MLV. The Company will furnish to MLV, for use by MLV, copies of each prospectus relating to the Common Shares and the Preferred Shares, respectively, included as part of such registration statement, as supplemented by any Prospectus Supplement, relating to the Common Shares and the Preferred Shares, respectively. Except where the context otherwise requires, such registration statement, as amended, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus Supplement (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Base Prospectus specifically Securities Act and also including any other registration statement filed pursuant to Rule 462(b) under the Securities Act, collectively, are herein called the “Registration Statement,” and the prospectus relating to the sale of Common Shares or the Preferred Shares, as applicable, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by a Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement is filed by the Company with the Commission pursuant to Rule 424(b) under the Securities pursuant Act is herein called the “Prospectus.” Any reference herein to an “at the market” offering as defined in Rule 415 of the Securities Act. The “Registration Statement”, as of the Prospectus or any time, means such registration statement as amended by any post-effective amendments amendment or supplement thereto at such time, including the exhibits shall be deemed to refer to and any schedules thereto at such time, include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein at such time therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Securities Act and Interactive Data Electronic Application system when used by the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act Commission (collectively, “Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentative (in such capacity, the “Representatives”) $50,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share 6.25% Notes due 2028 (the “Common StockFirm Securities”) and, at the election of the Underwriters, up to an additional $7,500,000 in aggregate principal amount of the Company’s 6.25% Notes due 2028 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase, with an aggregate offering price of up severally and not jointly, pursuant to $450,000,000 (Section 4 hereof being collectively called the “Securities”. The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”). Notwithstanding anything , between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of June 7, 2018, between the contrary contained hereinCompany and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) ). The Company has entered into an investment advisory and became effective under Rule 462(e) management agreement, dated as of July 24, 2004, as renewed on June 13, 2017 by the Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 13, and 2017 by the rules and regulations thereunder Board (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498333- 213391), including a Base Prospectus (defined below), relating to which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment 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 exhibits 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 Base Prospectus, together with the preliminary prospectus supplement, dated May 31, 2018, filed with the Commission pursuant to Rule 497 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 497 following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto in accordance with Rule 482 under the 1933 Act and any filed with the Commission pursuant to Rule 497 under the 1933 Act on May 31, 2018, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules thereto at such timeand other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the documents incorporated Pricing Disclosure Package 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 therein at such time pursuant in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to Item 12 amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus shall be deemed to mean and include the filing of Form S-3 any document under the Securities Exchange Act and the documents otherwise which is or is deemed to be a part incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof as of such time filed with the Commission pursuant to Rule 430B of the Securities Act its Electronic Data Gathering, Analysis and Retrieval System (“Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales AgentsFBR, acting as agents and/or principalssales agent, common units representing limited partner interests in the Company’s shares of common stock, $0.01 par value per share Partnership (the “Common StockUnits”), with an aggregate offering price of up . The Common Units to $450,000,000 (be issued and sold pursuant to this Agreement are referred to herein as the “Securities”). .” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the CompanyPartnership, and the Sales Agents that FBR shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents FBR will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with Partnership and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ), although nothing in this Agreement shall be construed as requiring the Securities Act of 1933, as amended, and Partnership to use the rules and regulations thereunder (collectively, the “Securities Act”)Registration Statement to issue any Securities. The Company Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission Commission, a registration statement on Form S-3 (File No. 333-203498202575), including a Base Prospectus (defined below)base prospectus, relating to certain securities, including the Securities to be issued from time to time by the CompanyPartnership, and which incorporates by reference documents that the Company Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus Partnership will prepare one or more prospectus supplements specifically relating to the sale Securities (each a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to FBR, for use by FBR, copies of the Securities base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to an “at Rule 424(b) under the market” offering as defined in Securities Act or deemed to be a part of such registration statement pursuant to Rule 415 430B of the Securities Act. The , is herein called the “Registration Statement”.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as of it may be supplemented by one or more Prospectus Supplements, in the form in which such base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any time, means such registration statement as amended by any post-effective amendments amendment or supplement thereto at such time, including the exhibits shall be deemed to refer to and any schedules thereto at such time, include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein at such time (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Securities Act and Interactive Data Electronic Application system when used by the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act Commission (collectively, “Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentative (in such capacity, the “Representatives”) $70,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 5.875% Senior Notes due 2023 (the “Securities”). Notwithstanding anything The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the contrary contained herein“Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of March 15, 2013, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) ). On March 15, 2013, the Company issued $250,000,000 in aggregate principal amount of its 5.875% Senior Notes due 2023 under the Indenture (the “Existing Securities”). The Securities Act offered by the Company pursuant to this Agreement constitute an issuance of 1933“Additional Notes” under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package (as defined below), the Securities will have identical terms (other than issue date and issue price) as, and will be fungible with, the Existing Securities and will be treated as a single class of notes for all purposes under the Indenture. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as amendedrenewed on June 13, and 2017 by the rules and regulations thereunder Board of Directors (collectively, the “Securities ActInvestment 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 13, 2017 by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498213391), including a Base Prospectus (defined below), relating to which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment 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 exhibits 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 Base Prospectus, together with the preliminary prospectus supplement, dated June 18, 2018, filed with the Commission pursuant to Rule 497 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 497 following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto in accordance with Rule 482 under the 1933 Act and any filed with the Commission pursuant to Rule 497 under the 1933 Act on June 18, 2018, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules thereto at such timeand other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the documents incorporated Pricing Disclosure Package 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 therein at such time pursuant in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to Item 12 amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus shall be deemed to mean and include the filing of Form S-3 any document under the Securities Exchange Act and the documents otherwise which is or is deemed to be a part incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof as of such time filed with the Commission pursuant to Rule 430B of the Securities Act its Electronic Data Gathering, Analysis and Retrieval System (“Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales AgentsAgent up to $75,000,000 ordinary shares, acting as agents and/or principals, the Company’s shares of common stock, $0.01 par value €0.05 per share (the “Common StockOrdinary Shares”), with an aggregate offering price of up the Company to $450,000,000 be delivered in the form of American Depositary Shares (the “SecuritiesADSs”), each representing one Ordinary Share, subject to the limitations set forth in Section 5(e) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number aggregate gross sales price of Securities Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of Securities Placement Shares through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 13, 2021 and became initially declared effective under Rule 462(e) under by the Commission on January 28, 2021, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form S-3 F-3 (File No. 333-203498252074), including a Base Prospectus (defined below)base prospectus, relating to certain securities, including the Securities Ordinary Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration statement at the time the registration statement became effective, which prospectus supplement specifically relates to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it became effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to the Base Prospectus specifically relating to the sale of Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to an Rule 430B or Rule 462(b) under the Securities Act, is herein called the “at Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the marketRegistration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” offering (as used herein, as defined in Rule 415 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” A registration statement on Form F-6 (File No. 333-234063), and any amendments thereto, in respect of the Securities Act. The ADSs has been filed with the Commission; such registration statement in the form heretofore delivered to the Agent and, excluding exhibits, to the Agent, has been declared effective by the Commission; no other document with respect to such registration statement has heretofore been filed with the Commission; (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter called the “ADS Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including ). Any reference herein to the exhibits and any schedules thereto at such timeRegistration Statement, the documents incorporated ADS Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under (the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430BIncorporated Documents”); provided, howeverincluding, that unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “Registration Statementamend,” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective dateamendment” of the Registration Statement or “supplement” with respect to the Securities within Registration Statement, ADS Registration Statement, the meaning Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of paragraph any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, the ADS Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the ADS Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (f)(2) of Rule 430Bcollectively, “XXXXX”). Unless the context otherwise requires, each reference to the ADSs or the Placement Shares herein also includes the Ordinary Shares underlying such ADSs and Placement Shares (the “Underlying Ordinary Shares”).

Issuance and Sale of Securities. The Company Partnership agrees thatthat it may issue and sell through or to BRFBR, as sales agent or principal, up to $120.0 million aggregate offering price of the Partnership’s 8.75% Series A Cumulative Redeemable Preferred Units (the “Preferred Units”), from time to time during the term of this Agreement, Agreement and on the terms and subject set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to BRFBR such dollar amount of Preferred Units that (a) exceeds the dollar amount of Preferred Units registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the dollar amount of Preferred Units offered pursuant to the conditions set forth herein, it may issue Prospectus Supplement (as defined below) (the lesser of (a) and sell through the Sales Agents, acting as agents and/or principals(b), the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 (the “SecuritiesMaximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number aggregate sale price of Securities issued and sold under this Agreement the Preferred Units shall be the sole responsibility of the CompanyPartnership, and the Sales Agents that BRFBR shall have no obligation in connection with such compliance. The issuance and sale of Securities the Preferred Units through the Sales Agents BRFBR will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with Partnership and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ), although nothing in this Agreement shall be construed as requiring the Securities Act of 1933, as amended, and Partnership to use the rules and regulations thereunder (collectively, the “Securities Act”)Registration Statement to issue any Preferred Units. The Company Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission Commission, a registration statement on Form S-3 F-3 (File No. 333-203498235614), including a base prospectus (the “Base Prospectus (defined belowProspectus”), relating to certain securities, including the Securities Preferred Units to be issued from time to time by the CompanyPartnership, and which incorporates by reference documents that the Company Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company Partnership has prepared a prospectus supplement dated January 28, 2020 specifically relating to the Preferred Units (the “Prospectus Supplement (defined belowSupplement”) to the Base Prospectus specifically relating included as part of such registration statement. The Partnership will furnish to the sale BRFBR, for use by BRFBR, electronic copies of the Securities Base Prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, as declared effective by the Commission on January 24, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to an “at Rule 424(b) under the market” offering as defined in Securities Act or deemed to be a part of such registration statement pursuant to Rule 415 430B of the Securities Act. The , or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Partnership to cover any Placement Securities (as defined below), is herein called the “Registration Statement”.” The Base Prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as of it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any time, means such registration statement Issuer Free Writing Prospectus (as amended by any post-effective amendments thereto at such time, including the exhibits defined below) shall be deemed to refer to and any schedules thereto at such time, include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein at such time (the “Incorporated Documents”). The Partnership, Gxxxx XX LLC, a limited liability company organized under the laws of the Republic of the Mxxxxxxx Islands (the “General Partner”), and Golar Partners Operating LLC, a limited liability company organized under the laws of The Republic of The Mxxxxxxx Islands (“Golar Operating”) are hereinafter collectively referred to as the “Partnership Parties.” The entities set forth on Schedule 4 hereto are direct or indirect subsidiaries of Golar Operating and are referred to herein collectively as the “Operating Subsidiaries.” The Partnership Parties and the Operating Subsidiaries are referred to herein as the “Partnership Entities.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Securities Act and Interactive Data Electronic Application system when used by the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act Commission (collectively, “Rule 430BEXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales AgentsVirtu, acting as agents and/or principalssales agent, the Company’s or directly to Virtu acting as principal from time to time, shares of common stock, $0.01 0.0001 par value per share share, of the Company (the “Common Stock”), with an aggregate on the terms set forth in this Agreement; provided, however, that in no event shall the Company issue or sell through Virtu such number of shares of Common Stock that (a) exceed the number of shares or dollar amount of securities registered on the effective Registration Statement (as defined below) pursuant to which this offering price is being made or (b) exceeds the number of up authorized but unissued shares of Common Stock (the lesser of (a) and (b), the “Maximum Amount”). The shares of Common Stock to $450,000,000 (be issued and sold pursuant to this Agreement are referred to herein as the “Securities”). .” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents that Virtu shall have no obligation in connection with such compliance, provided that Virtu follows the trading instructions provided by the Company pursuant to any Placement Notice in all material respects. The issuance and sale of the Securities through the Sales Agents Virtu or directly to Virtu will be effected pursuant to the Registration Statement (as defined below), which was filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ), although nothing in this Agreement shall be construed as requiring the Securities Act of 1933, as amended, and Company to use the rules and regulations thereunder (collectively, the “Securities Act”)Registration Statement to issue any Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission Commission, a registration statement on Form S-3 (File No. 333-203498254781), including a Base Prospectus (defined below)base prospectus, relating to certain securitiesshares of Common Stock, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus will prepare one or more prospectus supplements specifically relating to the sale Securities (each a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Virtu, for use by Virtu, copies of the Securities base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Securities. Except where the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to an “at Rule 424(b) under the market” offering as defined in Securities Act, or deemed to be a part of such registration statement pursuant to Rule 415 430B of the Securities Act. The , or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Securities, is herein called the “Registration Statement”.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as of it may be supplemented by one or more Prospectus Supplements, in the form in which such base prospectus and/or a Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any time, means such registration statement as amended by any post-effective amendments amendment or supplement thereto at such time, including the exhibits shall be deemed to refer to and any schedules thereto at such time, include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein at such time (the “Incorporated Documents”) For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to Item 12 of Form S-3 under its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Securities Act and Interactive Data Electronic Application system when used by the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act Commission (collectively, “Rule 430BEDXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales Agents, acting as agents and/or principals, Agent up to an aggregate principal amount of $18,000,000 (the “Maximum Amount”) of the Company’s shares 8.375% Senior Notes due 2026 to be issued under the indenture dated as of common stockJune 30, $0.01 par value per share 2021 (the “Common StockBase Indenture”), with an aggregate offering price as supplemented by the First Supplemental Indenture dated as of up to $450,000,000 June 30, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”), from time to time during the term of this Agreement (the “Placement Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of Placement Securities issued and sold under this Agreement shall be the sole responsibility of the Company, Company and that the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below), which was filed by although nothing in this Agreement shall be construed as requiring the Company with to use the Registration Statement to issue any Placement Securities. The Placement Securities will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations to be dated on or prior to the date hereof between the Company and Exchange Commission DTC. The Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Commission”) and became effective under Rule 462(e) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Trust Indenture Act”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-203498including all amendments thereto, the “Initial Registration Statement”), including a Base Prospectus (defined below)base prospectus, relating to certain securities, securities including the Placement Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a Prospectus Supplement (defined below) prospectus supplement to the Base Prospectus base prospectus included as part of such registration statement specifically relating to the sale Placement Securities (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the Securities base prospectus relating to the Placement Securities, as supplemented by the Prospectus Supplement, relating to the Placement Securities. The Company has or will have a registration statement increasing the size of the offering filed pursuant to an “at the market” offering as defined in Rule 415 of 462(b) under the Securities Act. The Act (a “Rule 462(b) Registration Statement”). Except where the context otherwise requires, as of any timethe Initial Registration Statement and the Rule 462(b) Registration Statement, means such registration statement as amended by and any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without The base prospectus, including all documents incorporated or deemed incorporated therein by reference to a time means the extent such registration statement information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as amended qualified by Rule 430B(g) under the Securities Act), included in the Initial Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any post-effective amendments amendment or supplement thereto as of the time of the first contract of sale for the Securities, which time shall be considered deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “new effective dateamend,” of the Registration Statement “amendment” or “supplement” with respect to the Securities within Registration Statement or the meaning Prospectus shall be deemed to refer to and include the filing after the execution hereof of paragraph any document with the Commission incorporated by reference therein (f)(2) the “Incorporated Documents”). For purposes of Rule 430Bthis Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentatives (in such capacity, the “Representatives”) $325,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 3.706% Notes due 2026 (the “Securities”). Notwithstanding anything The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the contrary contained herein“Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of January 22, 2021, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) ). The Company has entered into an investment advisory and became effective under Rule 462(e) management agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 17, and 2020 by the rules and regulations thereunder Company’s Board of Directors (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498236415), including a Base Prospectus (defined below)which became effective upon filing on February 13, relating to 2020 and which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such timein each case all documents filed as a part thereof, the all documents incorporated or deemed to be incorporated therein by reference therein at such time reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424 under the Securities 1933 Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of or Rule 430C under the Securities 1933 Act (“or Rule 430B”); provided, however, that 424 under the 1933 Act is hereinafter referred to as the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The prospectus, in the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with respect the preliminary prospectus supplement, dated January 14, 2021, including all documents incorporated or deemed to be incorporated therein by reference and filed with the Commission pursuant to Rule 424 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the Securities within extent required) with the meaning Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on January 14, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” 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, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of paragraph the foregoing (f)(2and 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, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to mean and include the filing of Rule 430Bany document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, 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 Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Agents, acting as agents and/or principals, Agent (i) the Company’s 6.125% Senior Notes Due 2026 (the “Notes”), to be issued under an indenture dated as of November 22, 2021 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 22, 2021 (the “First Supplemental Indenture” together with the Base Indenture, the “Indenture”), as will be further supplemented by a second supplemental indenture (the “Second Supplemental Indenture”), between the Company and U.S. Bank National Association, as trustee (“Trustee”), from time to time during the term of this Agreement (the “Placement Notes”), and (ii) shares of common stockthe Company’s 7.625% Series B Cumulative Perpetual Preferred Stock, $0.01 no par value per share and liquidation preference of $25.00 per share (the “Common StockPreferred Shares”), and together with an the Placement Notes, the “Placement Securities”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Securities that (a) exceeds the number or dollar amount of Placement Securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate offering price principal amount of up Placement Securities authorized to $450,000,000 be issued by the board of directors of the Company (the “SecuritiesBoard”) from time to time (the lesser of (a) or (b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of Placement Securities issued and sold under this Agreement shall be the sole responsibility of the Company, Company and that the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below), which was filed by although nothing in this Agreement shall be construed as requiring the Company with to use the Registration Statement to issue any Placement Securities. The Placement Securities and Exchange Commission will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”). The Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Commission”) and became effective under Rule 462(e) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Trust Indenture Act”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-203498255834), including a Base Prospectus (defined below)base prospectus, relating to certain securities, securities including the Placement Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a Prospectus Supplement (defined below) supplement to the Base Prospectus specifically such base prospectus relating to the sale Placement Securities (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the Securities pursuant to an “at Prospectus Supplement. Except where the market” offering as defined in Rule 415 of the Securities Act. The “Registration Statement”context otherwise requires, as of any time, means such registration statement as amended by statement, and any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without The base prospectus, including all documents incorporated or deemed incorporated therein by reference to a time means the extent such registration statement information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as amended qualified by any post-effective amendments thereto as Rule 430B(g) of the time of Securities Act), included in the first contract of sale for Registration Statement, as supplemented by the SecuritiesProspectus Supplement in the form in which such Prospectus Supplement has most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, which time is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be considered deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “new effective dateamend,” of the Registration Statement “amendment” or “supplement” with respect to the Securities within Registration Statement or the meaning Prospectus shall be deemed to refer to and include the filing after the execution hereof of paragraph any document with the Commission incorporated by reference therein (f)(2) the “Incorporated Documents”). For purposes of Rule 430Bthis Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales AgentsKBCM, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s shares of common stock, $0.01 par value $0.001 per share (the “Common Stock”), with ) having an aggregate offering price of up to $450,000,000 50,000,000 (the “SecuritiesMaximum Amount”). The Company agrees that if KBCM determines that KBCM will purchase any Securities on a principal basis, then the Company will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and KBCM covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number maximum aggregate sale price of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents KBCM shall have no obligation in connection with such compliance. The issuance and sale of Securities through the Sales Agents KBCM will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ), although nothing in this Agreement shall be construed as requiring the Securities Act of 1933, as amended, and Company to use the rules and regulations thereunder (collectively, the “Securities Act”)Registration Statement to issue Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-203498333- 140433), including a Base Prospectus (defined below)base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus prospectus supplement specifically relating to the sale Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to KBCM, for use by KBCM, copies of the Securities pursuant to an “at the market” offering prospectus included as defined in Rule 415 part of the Securities Act. The “Registration Statement”such registration statement, as of any timesupplemented by the Prospectus Supplement, means relating to the Securities. Except where the context otherwise requires, such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The Registration Statement at the time of it originally became effective is herein called the first contract of sale for “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the SecuritiesRegistration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which time such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be considered deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “new effective dateamend,” of the Registration Statement “amendment” or “supplement” with respect to the Securities within Registration Statement or the meaning Prospectus shall be deemed to refer to and include the filing after the execution hereof of paragraph any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission via XXXXX (f)(2) other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX). Any reference herein to the registration statement, the Registration Statement, any Prospectus Supplement, Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the filing of Rule 430Bany document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Free Writing Prospectus, as the case may be, and incorporated therein by reference.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentative (in such capacity, the “Representatives”) $150,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share 6.25% Notes due 2024 (the “Common StockFirm Securities”) and, at the election of the Underwriters, up to an additional $22,500,000 in aggregate principal amount of the Company’s 6.25% Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase, with an aggregate offering price of up severally and not jointly, pursuant to $450,000,000 (Section 4 hereof being collectively called the “Securities”. The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the “Base Indenture”). Notwithstanding anything to , between the contrary contained hereinCompany 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 “Supplemental Indenture” and together with the Base Indenture, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) ). The Company has entered into an investment advisory and became effective under Rule 462(e) management agreement, dated as of July 22, 2004, as renewed on May 5, 2015 by the Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 22, 2004, as amendedrenewed on May 5, and 2015 by the rules and regulations thereunder Board (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498206661), including a Base Prospectus (defined below), relating to which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment 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 exhibits 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 Base Prospectus, together with the preliminary prospectus supplement, dated December 3, 2015, filed with the Commission pursuant to Rule 497 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 497 following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule II hereto (which information the Representatives have informed the Company is being conveyed orally by the Underwriters to prospective purchasers at or prior to the Underwriters’ confirmation of sales of Securities in the offering) is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and any schedules thereto at such timeand other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the documents incorporated Pricing Disclosure Package 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 therein at such time pursuant in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to Item 12 amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus shall be deemed to mean and include the filing of Form S-3 any document under the Securities Exchange Act and the documents otherwise which is or is deemed to be a part incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof as of such time filed with the Commission pursuant to Rule 430B of the Securities Act its Electronic Data Gathering, Analysis and Retrieval System (“Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you (the Sales Agents, acting as agents and/or principals, “Underwriter”) $90,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share 4.95% Convertible Notes due 2022 (the “Common StockFirm Securities”) and, at the election of the Underwriter, up to an additional $13,500,000 in aggregate principal amount of the Company’s 4.95% Convertible Notes due 2022 (the “Optional Securities”), with an aggregate offering price of up . The Firm Securities and the Optional Securities that the Underwriter elects to $450,000,000 (purchase pursuant to Section 4 hereof being collectively called the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of The Securities issued and sold under this Agreement shall will be the sole responsibility convertible into shares of the Company’s common stock (par value $0.001 per share) (the “Underlying Securities”). The Securities 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 April 11, 2017, between the Company and the Sales Agents shall have no obligation in connection Trustee (the “Supplemental Indenture” and together with such compliancethe Base Indenture, the “Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriter will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) ). On April 11, 2017, the Company issued $225,000,000 in aggregate principal amount of its 4.95% Convertible Notes due 2022 under the Indenture (the “Existing Securities”). The Securities Act offered by the Company pursuant to this Agreement constitute an issuance of 1933“Additional Notes” under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package (as defined below), the Securities will have identical terms as, and will be fungible with, the Existing Securities and will be treated as a single class of notes for all purposes under the Indenture. The Company has entered into an investment advisory and management agreement, dated as of July 24, 2004, as amendedrenewed on June 13, and 2017 by the rules and regulations thereunder Board of Directors (collectively, the “Securities ActInvestment 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 13, 2017, by the Board (the “Administration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498213391), including a Base Prospectus (defined below), relating to which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment 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 exhibits 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 Base Prospectus, together with the preliminary prospectus supplement, dated May 15, 2018, filed with the Commission pursuant to Rule 497 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 497 following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information included on Schedule III hereto in accordance with Rule 482 under the 1933 Act and any filed with the Commission pursuant to Rule 497 under the 1933 Act on May 15, 2018, is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules thereto at such timeand other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the documents incorporated Pricing Disclosure Package 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 therein at such time pursuant in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to Item 12 amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus shall be deemed to mean and include the filing of Form S-3 any document under the Securities Exchange Act and the documents otherwise which is or is deemed to be a part incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof as of such time filed with the Commission pursuant to Rule 430B of the Securities Act its Electronic Data Gathering, Analysis and Retrieval System (“Rule 430BXXXXX”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company Partnership agrees thatthat it may issue and sell through or to each Agent, as sales agent or principal, common units representing limited partnership interests (the “Common Units”), from time to time during the term of this Agreement, Agreement and on the terms set forth in this Agreement; provided, however, that in no event shall the Partnership issue or sell through or to such Agent such number of Common Units that (a) exceed the number of units or dollar amount of Securities registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the number of authorized but unissued Common Units (the lesser of (a) and subject (b), the “Maximum Amount”). For the avoidance of doubt, the term “Securities” as used in this Agreement refers only to the conditions set forth herein, it may issue and sell through the Sales Agents, acting as agents and/or principals, the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up Units to $450,000,000 (the “Securities”)be sold pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the CompanyPartnership, and that the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with Partnership and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ), although nothing in this Agreement shall be construed as requiring the Securities Act of 1933, as amended, and Partnership to use the rules and regulations thereunder (collectively, the “Securities Act”)Registration Statement to issue any Securities. The Company Partnership has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission Commission, a registration statement on Form S-3 F-3 (File No. 333-203498240014), including a Base Prospectus (defined below)base prospectus, relating to certain securities, including the Securities to be issued from time to time by the CompanyPartnership, and which incorporates by reference documents that the Company Partnership has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus Partnership will prepare one or more prospectus supplements specifically relating to the sale Securities (each a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Partnership will furnish to the Agents, for use by the Agents, electronic copies of the Securities base prospectus included as part of such registration statement, as supplemented by one or more Prospectus Supplements, relating to the Securities. Except where the context otherwise requires, August 19, 2020, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to an “at Rule 424(b) under the market” offering as defined in Securities Act or deemed to be a part of such registration statement pursuant to Rule 415 430B of the Securities Act. The , or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement”.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as of it may be supplemented by one or more Prospectus Supplements, in the form in which such base prospectus and/or a Prospectus Supplement have most recently been filed by the Partnership with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any time, means such registration statement as amended by any post-effective amendments amendment or supplement thereto at such time, including the exhibits shall be deemed to refer to and any schedules thereto at such time, include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under (the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430BIncorporated Documents”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B.

Issuance and Sale of Securities. The Company agrees Company, the Operating Partnership and the Manager agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales Agents, acting as agents and/or principals, Agent up to an aggregate principal amount of $100,000,000 of the Company’s shares of common stock, $0.01 par value per share 6.20% Senior Notes due 2026 (the “Common Stock6.20% 2026 Notes”) and the Company’s 5.75% Senior Notes due 2026 (the “5.75% 2026 Notes” and together with the 6.20% 2026 Notes, the “Placement Securities”) to be issued under an indenture dated as of August 9, 2017 (the “Base Indenture”), with an aggregate offering price as supplemented by the Third Supplemental Indenture dated as of up to $450,000,000 February 26, 2019 (the “SecuritiesThird Supplemental Indenture”),the Fourth Supplemental Indenture dated as of July 22, 2019 (the “Fourth Supplemental Indenture”) and the Fifth Supplemental Indenture dated as of February 10, 2021 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (“Trustee”), from time to time during the term of this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation limitations set forth in this Section 1 on the number of Placement Securities issued and sold under this Agreement shall be the sole responsibility of the Company, Company and that the Sales Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Securities through the Sales Agents Agent will be effected pursuant to the Registration Statement (as defined below), which was filed by although nothing in this Agreement shall be construed as requiring the Company with to use the Registration Statement to issue any Placement Securities. The Placement Securities will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a blanket letter of representations to be dated on or prior to the date hereof between the Company and Exchange Commission DTC. Each Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Commission”) and became effective under Rule 462(e) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Trust Indenture Act”). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-203498)S-3, including a Base Prospectus (defined below)base prospectus, relating to certain securities, securities including the Placement Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a Prospectus Supplement (defined below) prospectus supplement to the Base Prospectus base prospectus included as part of such registration statement specifically relating to the sale Placement Securities (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the Securities pursuant base prospectus relating to an “at the market” offering as defined in Rule 415 of the Securities Act. The “Registration Statement”Placement Securities, as of any timesupplemented by the Prospectus Supplement, means relating to the Placement Securities. Except where the context otherwise requires, such registration statement as amended by statement, and any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without The base prospectus, including all documents incorporated or deemed incorporated therein by reference to a time means the extent such registration statement information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as amended qualified by any post-effective amendments thereto as Rule 430B(g) of the time of Securities Act), included in the first contract of sale for Registration Statement, as it may be supplemented by the SecuritiesProspectus Supplement, in the form in which time such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be considered deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “new effective dateamend,” of the Registration Statement “amendment” or “supplement” with respect to the Securities within Registration Statement or the meaning Prospectus shall be deemed to refer to and include the filing after the execution hereof of paragraph any document with the Commission incorporated by reference therein (f)(2) the “Incorporated Documents”). For purposes of Rule 430Bthis Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”). The Company and Operating Partnership have entered into an amended and restated management agreement (the “Management Agreement”), dated as of May 9, 2016, as amended by the First Amendment to the Management Agreement, dated as of December 6, 2020, with the Manager, pursuant to which the Manager acts as the manager and adviser of the Company, the Operating Partnership and their respective subsidiaries.

Issuance and Sale of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales AgentsRBCCM, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s shares of common stock, $0.01 par value $0.001 per share (the “Common Stock”), with ) having an aggregate offering price of up to $450,000,000 50,000,000 (the “SecuritiesMaximum Amount”). The Company agrees that if RBCCM determines that RBCCM will purchase any Securities on a principal basis, then the Company will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and RBCCM covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number maximum aggregate sale price of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents RBCCM shall have no obligation in connection with such compliance. The issuance and sale of Securities through the Sales Agents RBCCM will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under ), although nothing in this Agreement shall be construed as requiring the Securities Act of 1933, as amended, and Company to use the rules and regulations thereunder (collectively, the “Securities Act”)Registration Statement to issue Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 (File No. 333-203498140433), including a Base Prospectus (defined below)base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus prospectus supplement specifically relating to the sale Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to RBCCM, for use by RBCCM, copies of the Securities pursuant to an “at the market” offering prospectus included as defined in Rule 415 part of the Securities Act. The “Registration Statement”such registration statement, as of any timesupplemented by the Prospectus Supplement, means relating to the Securities. Except where the context otherwise requires, such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The Registration Statement at the time of it originally became effective is herein called the first contract of sale for “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the SecuritiesRegistration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which time such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be considered deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “new effective dateamend,” of the Registration Statement “amendment” or “supplement” with respect to the Securities within Registration Statement or the meaning Prospectus shall be deemed to refer to and include the filing after the execution hereof of paragraph any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission via XXXXX (f)(2) other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX). Any reference herein to the registration statement, the Registration Statement, any Prospectus Supplement, Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Free Writing Prospectus shall be deemed to refer to and include the filing of Rule 430Bany document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of Prospectus Supplement, Prospectus or such Free Writing Prospectus, as the case may be, and incorporated therein by reference.

Issuance and Sale of Securities. The Company agrees thatproposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through to you and each of the Sales Agentsother Underwriters named in Schedule I hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom you are acting as agents and/or principalsrepresentatives (in such capacity, the “Representatives”) $300,000,000 in aggregate principal amount of the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 3.364% Notes due 2026 (the “Securities”). Notwithstanding anything The Securities will be issued pursuant to an indenture, dated as of February 16, 2012, as amended (the contrary contained herein“Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of May 27, 2021, between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance“Indenture”). The issuance and sale of Securities through to the Sales Agents Underwriters will be effected pursuant to the Registration Statement (as defined below), which was ) filed by the Company with and declared effective by the Securities and Exchange Commission (the “Commission”) ). The Company has entered into an investment advisory and became effective under Rule 462(e) management agreement, dated as of July 24, 2004, as renewed on June 17, 2020 by the Company’s Board of Directors (the “Investment Advisory Agreement”), with the Adviser under the Securities Act Advisers Act. The Company has entered into an administration agreement, dated as of 1933July 24, 2004, as amendedrenewed on June 17, and 2020 by the rules and regulations thereunder Company’s Board of Directors (collectively, the “Securities ActAdministration Agreement”), with the Administrator. The Company has filed, in accordance with pursuant to the provisions of the Securities 1933 Act, with the Commission a registration statement on Form S-3 N-2 (File No. 333-203498236415), including a Base Prospectus (defined below)which became effective upon filing on February 13, relating to 2020 and which registers the offer and sale of certain securities, including the Securities securities to be issued from time to time by the Company, and which incorporates by reference documents that including the Company Securities. The Indenture has filed or will file in accordance with been qualified under the provisions of the Securities Exchange Trust Indenture Act of 19341939, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Trust Indenture Act”). The Company has prepared filed a Prospectus Supplement (defined below) Form N-54A “Notification of Election to the Base Prospectus specifically relating be Subject to the sale Sections 55 through 65 of the Securities pursuant 1940 Act Filed Pursuant to an “at the market” offering as defined in Rule 415 Section 54(a) of the Securities 1940 Act” (File No. 814-00659) with the Commission on April 16, 2004, under the 1940 Act. The “Registration Statement”registration statement, as of any timeamended, means such registration statement as amended by when it became effective and any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such timein each case all documents filed as a part thereof, the all documents incorporated or deemed to be incorporated therein by reference therein at such time reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424 under the Securities 1933 Act and the documents otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of or Rule 430C under the Securities 1933 Act (“or Rule 430B”); provided, however, that 424 under the 1933 Act is hereinafter referred to as the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The prospectus, in the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of form it was included in the Registration Statement at the time it became effective, including all documents incorporated or deemed to be incorporated therein by reference, is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, together with respect the preliminary prospectus supplement, dated May 20, 2021, including all documents incorporated or deemed to be incorporated therein by reference and filed with the Commission pursuant to Rule 424 under the 1933 Act, is hereinafter referred to as the “Preliminary Prospectus.” The Base Prospectus, together with the prospectus supplement to be filed with the Commission pursuant to Rule 424 under the 1933 Act following execution of this Agreement, is hereinafter referred to as the “Prospectus.” The Preliminary Prospectus, together with the information set forth on Schedule III hereto, which information complies with Rule 482 or Rule 433, as applicable, under the 1933 Act and has been filed (to the Securities within extent required) with the meaning Commission pursuant to Rule 497 or Rule 433, as applicable, under the 1933 Act on May 20, 2021, is hereinafter referred to collectively as the “Pricing Disclosure Package.” 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, the Pricing Disclosure Package or the Prospectus or any amendment or supplement to any of paragraph the foregoing (f)(2and 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, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pricing Disclosure Package or the Prospectus, including those amendments and/or supplements filed pursuant to Rule 424 under the 1933 Act, shall be deemed to mean and include the filing of Rule 430Bany document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, 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”).