Common use of Compliance with the Federal Securities Laws Clause in Contracts

Compliance with the Federal Securities Laws. On (i) the Effective Date, (ii) the date of the Prospectus and (iii) the date any post-effective amendment to the Registration Statement becomes effective or any amendment or supplement to the Prospectus is filed with the SEC, the Registration Statement, the Prospectus and any amendments or supplements thereto, as applicable, have complied, and will comply, in all material respects, with the Securities Act, the Securities Act Rules and Regulations, the Exchange Act and the rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”). On the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. On the date of the Prospectus, as amended or supplemented, as applicable, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing provisions of this Section 2(b) will not extend to any statements contained in or omitted from the Registration Statement or the Prospectus that are primarily within the knowledge of the Dealer Manager or any of the Dealers (as defined below) and are based upon written information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or Prospectus.