Common use of Absence of Conflicts Clause in Contracts

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company Adviser and the Administrator with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or of passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Adviser or any Subsidiary the Administrator or pursuant to, the Adviser/Administrator Agreements and Instruments (except for such conflicts, breaches, defaults defaults, events or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives conditions giving the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Adviser or the Administrator, or liens, charges or encumbrances that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the limited liability company agreement of the Adviser or the Administrator, or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Adviser or the Administrator or any of its Subsidiariestheir properties, assets or operations except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including Neither the issuance and sale of the Securities and Securities, the use execution, delivery or performance of this Agreement by the Company or the Operating Partnership, nor the consummation by the Company or the Operating Partnership of the transactions contemplated hereby (including the application of the proceeds from the sale of the Securities as described therein in the Registration Statement and the Prospectus): (A) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Securities under the caption “Use Securities Act, the listing of Proceeds”) the Securities on the NYSE and compliance with the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate securities or other action and do not and blue sky laws of various jurisdictions), or conflicts or will not, whether with or without the giving of notice or passage of time or both, conflict with or constitutes or will constitute a breach or violation of, or a default under, the articles of incorporation, or by-laws (or analogous governing documents) of the Company, the Operating Partnership or any of their subsidiaries; or (B) (i) conflicts or will conflict with or constitutes or will constitute a breach of, or a default or Repayment Event (as defined below) under, any agreement, indenture, lease or other instrument to which the Company, the Operating Partnership or any of their subsidiaries is a party or by which the Company or the Operating Partnership or any properties of the Company or the Operating Partnership or any of their subsidiaries may be bound, except as would not reasonably be expected to have a Material Adverse Effect, or (ii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company, the Operating Partnership or any of their subsidiaries or any properties of the Company, the Operating Partnership or any of their subsidiaries, or (iii) will result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary pursuant toCompany, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company Operating Partnership or any of its Subsidiaries, or, except as disclosed in their subsidiaries pursuant to the Registration Statementterms of any agreement or instrument to which the Company, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Operating Partnership or any of its Subsidiariestheir subsidiaries is a party or by which the Company, the Operating Partnership or any of their subsidiaries may be bound, or to which any property or assets of the Company, the Operating Partnership or any of their subsidiaries is subject.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement, the Indenture, the Securities and the Notes DTC Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and performance of the Notes Investment Management Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company Adviser with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or of passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Adviser or any Subsidiary pursuant to, the Adviser Agreements and Instruments (except for such conflicts, breaches, defaults defaults, events or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives conditions giving the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Adviser, or liens, charges or encumbrances that would not reasonably be expected, singly or in the aggregate, to result in an Adviser Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the limited partnership agreement of the Adviser, or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Adviser or any of its Subsidiariesproperties, assets or operations except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in an Adviser Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including Neither the issuance and sale of the Securities and Securities, the use execution, delivery or performance of this Agreement or the Forward Contract by the Company or the Operating Partnership, nor the consummation by the Company or the Operating Partnership of the transactions contemplated hereby (including the application of the proceeds from the sale of the Securities as described therein in the Registration Statement and the Prospectus): (A) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Securities under the caption “Use Securities Act, the listing of Proceeds”) the Securities on the NYSE and compliance with the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate securities or other action and do not and blue sky laws of various jurisdictions), or conflicts or will not, whether with or without the giving of notice or passage of time or both, conflict with or constitutes or will constitute a breach or violation of, or a default under, the articles of incorporation, or by-laws (or analogous governing documents) of the Company, the Operating Partnership or any of their subsidiaries; or (B) (i) conflicts or will conflict with or constitutes or will constitute a breach of, or a default or Repayment Event (as defined below) under, any agreement, indenture, lease or other instrument to which the Company, the Operating Partnership or any of their subsidiaries is a party or by which the Company or the Operating Partnership or any properties of the Company or the Operating Partnership or any of their subsidiaries may be bound, except as would not reasonably be expected to have a Material Adverse Effect, or (ii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company, the Operating Partnership or any of their subsidiaries or any properties of the Company, the Operating Partnership or any of their subsidiaries, or (iii) will result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary pursuant toCompany, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company Operating Partnership or any of its Subsidiaries, or, except as disclosed in their subsidiaries pursuant to the Registration Statementterms of any agreement or instrument to which the Company, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Operating Partnership or any of its Subsidiariestheir subsidiaries is a party or by which the Company, the Operating Partnership or any of their subsidiaries may be bound, or to which any property or assets of the Company, the Operating Partnership or any of their subsidiaries is subject.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Shares from time to time pursuant to this Agreement, and the use of the proceeds from the sale of the Securities Shares as described therein in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company and the Operating Partnership with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Transaction Documents and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus thereby (including the issuance and sale delivery of the Securities and the Exchange Securities and the use of the proceeds from the sale of the Securities as described therein in the Offering Memorandum under the caption “Use of Proceeds”) and the compliance by the Company Legacy Parties with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Partnership or any subsidiary of the Partnership (a “Repayment Event”) under, or result in the creation or imposition of any Lien upon any property or assets of the Partnership or any of its Subsidiariessubsidiaries pursuant to any Partnership Documents, except, in the case of Partnership Documents, for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Change, nor will such action result in any violation of the provisions of the Organizational Documents of the Partnership or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Partnership or any of its subsidiaries or any of their respective assets, properties or operations, except for such violations of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Partnership or any of its subsidiaries or any of their respective assets, properties or operations that would not, individually or in the aggregate, result in a Material Adverse Change.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture Securities, the Guarantees and the Notes Indenture and the consummation of the transactions contemplated herein, therein herein and in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus Final Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company Company, the Operating Partnership and each Subsidiary Guarantor with its their respective obligations hereunder under this Agreement, the Securities, the Guarantees and thereunder the Indenture have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, except as disclosed in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the ProspectusFinal Offering Memorandum, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture Securities Purchase Agreements, and the Notes and Escrow Agreement, the consummation of the transactions contemplated hereinhereby, therein thereby and by the Registration Statement, the General Disclosure Package and the Prospectus and the issuance and sale of the Securities (including the use of proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company and the Operating Partnership with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement and the Amended and Restated Partnership Agreement, the Indenture and the Notes and the consummation of the transactions contemplated hereinherein and therein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company Legacy Parties with its their obligations hereunder under this Agreement and thereunder have been duly authorized by all necessary corporate or other action the Amended and Restated Partnership Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any properties property or assets of the Company Partnership or any Subsidiary of its subsidiaries pursuant toto any Partnership Documents, except, in the Agreements and Instruments (except case of Partnership Documents other than Subject Instruments, for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances Liens that would not, singly or in the aggregate, not result in a Material Adverse Effect or which have been waived)Effect, nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents Organizational Documents of the Company Partnership or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used hereingovernment, a “Repayment Event” means any event government instrumentality or condition which gives court, domestic or foreign, having jurisdiction over the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Partnership or any of its Subsidiariessubsidiaries or any of their respective assets, properties or operations, except for such violations of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Partnership or any of its subsidiaries or any of their respective assets, properties or operations that would not, individually or in the aggregate, result in a Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein herein and in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, (y) except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

Absence of Conflicts. The executionExcept as set forth on Section 3.05 of the Sellers Disclosure Schedules, neither the execution and delivery and performance by the Sellers of this AgreementAgreement or any of the Ancillary Agreements to which any of the Sellers is a party, the Indenture and the Notes and nor the consummation by any of the Sellers of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus hereby or thereby (including the issuance and sale Restructuring), will (a) violate or result in the breach of the Securities and the use Governing Documents of any of the proceeds from the sale Selling Entities or any member of the Securities as described therein under Company Group or, to the caption “Use Sellers’ Knowledge, any Company Joint Venture; (b) violate or result in the breach of Proceeds”) and any Law, judgment, decree or order of any Governmental Authority to which any of the compliance by Selling Entities, any member of the Company Group, the Business or any of the assets, rights or properties of the Company Group is subject, or by which it is bound, or result in any revocation, cancellation, suspension or modification of any Business Permit; (c) violate, result in the breach of, constitute a default (or create an event which, with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage lapse of time or both, conflict with or would constitute a breach default under), result in the acceleration, termination or maturity of, create in any party the right to accelerate, terminate, modify, amend or cancel, require any consent of, or default notice to, any Person (other than any Governmental Authority) pursuant to, or Repayment Event (as defined below) result in the loss of a benefit or increase in any fee, Liability or other obligation under, any Material Contract binding upon the Selling Entities, the Company Group, the Business or any of the assets, rights or properties of the Company Group; or (d) (with or without notice or lapse of time) result in the creation or imposition of any lienEncumbrances (other than Permitted Encumbrances) upon or with respect to the Business or any of the assets, charge rights or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant toGroup, the Agreements and Instruments (except for such conflictsexcept, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregatecase of clauses (b), result in (c) and (d), as has not had, or does not constitute, a Company Material Adverse Effect (it being agreed that, for purposes of this Section 3.05, effects resulting from or which have been waived), nor will such action result arising in any violation connection with the events set forth in clause (A) of the provisions definition of the charter, bylaws or similar organizational documents of the “Company or any of its Subsidiaries, or, except as disclosed Material Adverse Effect” will not be excluded in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, determining whether a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its SubsidiariesMaterial Adverse Effect has occurred).

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and performance of the Notes Investment Management Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company Adviser with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Adviser or any Subsidiary pursuant to, the Adviser Agreements and Instruments (except for such conflicts, breaches, defaults defaults, events or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives conditions giving the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Adviser, or liens, charges or encumbrances that would not reasonably be expected, singly or in the aggregate, to result in an Adviser Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the limited partnership agreement of the Adviser, or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Adviser or any of its Subsidiariesproperties, assets or operations except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in an Adviser Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and and, except as would not result in a Material Adverse Effect, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary subsidiary pursuant to, any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Agreements and Instruments (except for such conflictsCompany or any of its subsidiaries is a party or by which it or any of them may be bound, breaches, defaults or Repayment Events to which any of the property or liens, charges assets of the Company or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived)any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the charter, articles of incorporation or bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, subsidiary or any applicable material law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entitygovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiary.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance issue and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder all of the provisions of the Securities, the Indenture, the Call Spread Confirmations and thereunder have been duly authorized by all necessary corporate or other action this Agreement and do the consummation of the transactions herein and therein contemplated will not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of any subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any Subsidiary pursuant toof its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, the Agreements and Instruments (except for such conflictsother than any conflict, breaches, defaults breach violation or Repayment Events or liens, charges or encumbrances default that would not, singly individually or in the aggregate, result in have a Material Adverse Effect or which have been waived)Effect, nor will such action result in any violation of the provisions of (i) the charterCertificate of Incorporation or By-laws, bylaws each as amended through the date of this Agreement, of the Company or similar organizational documents (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries, orsubsidiaries or any of their properties, except as disclosed in the Registration Statementcase of (ii) as would not, individually or in the General Disclosure Package aggregate, have a Material Adverse Effect; and the Prospectusno consent, any applicable lawapproval, statute, rule, regulation, judgmentauthorization, order, writ registration or decree qualification of or with any Governmental Entitysuch court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, the Indenture or the Call Spread Confirmations, except for the qualification of the Indenture under the 1939 Act in connection with the filing of such registration statement and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.subsidiaries;

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation None of the transactions contemplated hereinexecution and delivery of the Transaction Documents, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and Securities, the use issuance of the proceeds from Guarantees or the sale consummation of any other of the Securities as described transactions herein or therein under contemplated, or the caption “Use fulfillment of Proceeds”the terms hereof or thereof will (i) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate conflict with, result in a breach or other action and do not and will notviolation of, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of impose any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary of the Guarantors (other than any lien, charge or encumbrance created pursuant to the Security Documents) pursuant to the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of the Guarantors is a party or bound or to which its or their property is subject, unless such breaches, violations, liens, charges, or encumbrances would not reasonably be expected to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, have a Material Adverse Effect, (ii) conflict with, result in a Material Adverse Effect breach or which have been waived)violation of, nor will such action result in constitute a default under, or impose any violation of the provisions of the charterlien, bylaws charge or similar organizational documents encumbrance upon any property or assets of the Company or any of its Subsidiariesthe Guarantors pursuant to any statute, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ order or decree of any Governmental Entity. As used hereincourt, a “Repayment Event” means any event or condition which gives the holder of any noteregulatory body, debenture administrative agency, governmental body, arbitrator or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by authority having jurisdiction over the Company or any of the Guarantors, any of its Subsidiariesor their properties, unless such breaches, violations, liens, charges, or encumbrances would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, or (iii) result in the violation of the charter, bylaws or any equivalent organizational document of the Company or any of the Guarantors.

Absence of Conflicts. (a) The execution, execution and delivery by the Holding Company and performance the Merger Subsidiary of this Agreement, the Indenture and the Notes performance by them of their obligations hereunder and the consummation by them of the transactions contemplated hereinhereby will not (i) conflict with, therein or result in any violation or breach of, any provision of the Charter or Bylaws of the Holding Company or the Merger Subsidiary, (ii) conflict with, result in any violation or breach of, or constitute a default under, any term or provision of any material note, bond, mortgage, indenture, lease, franchise, permit, license, Contract or other instrument or document to which the Holding Company or the Merger Subsidiary is a party or by which their respective properties or assets are bound or (iii) assuming that the filings and Consents referred to in Section 3.4 are made or obtained, conflict with, or result in any violation of, (b) The execution and delivery by the Registration StatementShareholder Parties of this Agreement, the General Disclosure Package and the Prospectus (including the issuance and sale performance by them of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its their obligations hereunder and thereunder have been duly authorized the consummation by all necessary corporate them of the transactions contemplated hereby will not (i) in the case of any Shareholder Party that is a partnership, result in any violation or breach of any provision of the partnership agreement of such Shareholder Party or the Charter, Bylaws or other action and do not and will notconstitutive instruments of any of its partners, whether (ii) conflict with, result in any violation or breach of, constitute a default under, give rise to any right of termination or acceleration (with or without the giving of notice or passage the lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) underpursuant to, or result in the creation being declared void, voidable or imposition without further effect, any material term or provision of any liennote, charge bond, mortgage, indenture, lease, franchise, permit, license, Contract or encumbrance upon other instrument or document to which the any of the Shareholder Parties is a party or by which its properties or assets of are bound or (iii) assuming that any waiting period under the Company HSR Act applicable to the transactions to be consummated by the Shareholder Parties pursuant to this Agreement shall have expired or any Subsidiary pursuant tobeen terminated, the Agreements and Instruments (except for such conflictsconflict with, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectusof, any applicable law, ordinance, statute, rule, regulation, judgment, rule or regulation of any Governmental Authority or of any order, writ writ, injunction, judgment or decree of any court, arbitrator or Governmental Entity. As used herein, a “Repayment Event” means any event Authority applicable to the Shareholder Parties or condition which gives the holder of any note, debenture their respective properties or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariesassets.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including Neither the issuance and sale of the Securities and Shares, the use execution, delivery or performance of this Agreement or any Confirmation by the Company or the Operating Partnership, nor the consummation by the Company or the Operating Partnership of the transactions contemplated hereby (including the application of the proceeds from the sale of the Securities Shares as described therein in the Registration Statement and the Prospectus) and thereby: (A) requires any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Shares under the caption “Use Securities Act, the listing of Proceeds”) the Shares on the NYSE and compliance with the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate securities or other action and do not and blue sky laws of various jurisdictions), or conflicts or will not, whether with or without the giving of notice or passage of time or both, conflict with or constitutes or will constitute a breach or violation of, or a default under, the articles of incorporation, or by-laws (or analogous governing documents) of the Company, the Operating Partnership or any of their subsidiaries; or (B) (i) conflicts or will conflict with or constitutes or will constitute a breach of, or a default or Repayment Event (as defined below) under, any agreement, indenture, lease or other instrument to which the Company, the Operating Partnership or any of their subsidiaries is a party or by which the Company or the Operating Partnership or any properties of the Company or the Operating Partnership or any of their subsidiaries may be bound, except as would not reasonably be expected to have a Material Adverse Effect, or (ii) violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company, the Operating Partnership or any of their subsidiaries or any properties of the Company, the Operating Partnership or any of their subsidiaries, or (iii) will result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary pursuant toCompany, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company Operating Partnership or any of its Subsidiaries, or, except as disclosed in their subsidiaries pursuant to the Registration Statementterms of any agreement or instrument to which the Company, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Operating Partnership or any of its Subsidiariestheir subsidiaries is a party or by which the Company, the Operating Partnership or any of their subsidiaries may be bound, or to which any property or assets of the Company, the Operating Partnership or any of their subsidiaries is subject.

Absence of Conflicts. (a) The execution, delivery and performance execution of this AgreementAgreement -------------------- and each other agreement to be entered into by Seller pursuant hereto, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein hereby and in the Registration Statement, the General Disclosure Package thereby and the Prospectus (including the issuance performance by Seller of this Agreement and sale of the Securities such other agreements in accordance with their respective terms and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and conditions will not: (i) require any Permit, whether or any notice to, filing or registration with, or permit, license, variance, waiver, exemption, franchise, order, consent, authorization or approval of, any other Person; (ii) violate, conflict with or without the giving result in a breach of any provision of or constitute a default (or an event which, with notice or passage lapse of time or both, conflict with or would constitute a breach of, or default or Repayment Event (as defined belowdefault) under, or result in the termination or modification of, or accelerate the performance required by, or modify (or allow any other party thereto to modify), or result in the creation or imposition of any lienLien on the Seller Shares or upon the assets, charge or encumbrance upon any properties or assets businesses of the Company under, any of the terms, conditions or provisions of (x) Seller's Articles of Association, as amended, or (y) any contract or other agreement to which Seller is a party or by or to which Seller or the Seller Shares are bound or subject; or (iii) violate any judgment, ruling, order, writ, injunction, award, decree, statute, law, ordinance, code, rule or regulation of any court or foreign, federal, state, provincial, regional, county or local government or any Subsidiary pursuant other governmental, regulatory or administrative agency or authority which is applicable to Seller or to the Seller Shares. (b) The execution of the Nominee Holder Sale Agreement by the Nominee Holder, the consummation of the transactions contemplated thereby and the performance by the Nominee Holder of the Nominee Holder Sale Agreement in accordance with its terms and conditions will not: (i) require any Permit, or any notice to, the Agreements and Instruments filing or registration with, or permit, license, variance, waiver, exemption, franchise, order, consent, authorization or approval of, any other Person; (except for such conflictsii) violate, breaches, defaults conflict with or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect breach of any provision of or which have been waivedconstitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or modification of, or accelerate the performance required by, or modify (or allow any other party thereto to modify), nor will such action or result in the creation of any violation Lien on the Nominee Share under, any of the terms, conditions or provisions of any contract or other agreement to which the charterNominee Holder is a party or by or to which the Nominee Holder's assets are bound or subject; or (iii) violate any judgment, bylaws or similar organizational documents of the Company or any of its Subsidiariesruling, ororder, except as disclosed in the Registration Statementwrit, the General Disclosure Package and the Prospectusinjunction, any applicable lawaward, decree, statute, rulelaw, regulationordinance, judgmentcode, order, writ rule or decree regulation of any Governmental Entity. As used hereincourt or foreign, a “Repayment Event” means any event federal, state, provincial, regional, county or condition which gives the holder of any note, debenture or other evidence of indebtedness (local government or any person acting on such holder’s behalf) other governmental, regulatory or administrative agency or authority which is applicable to the right to require Nominee Holder or the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its SubsidiariesNominee Share.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Securities, the performance of the Investment Management Agreement and the Administration Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and Alternative Equity Distribution Agreements, any Terms Agreement, any Alternative Terms Agreement or the Notes Investment Management Agreement, and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company Adviser and the Administrator with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or of passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Adviser or any Subsidiary the Administrator or pursuant to, the Adviser/Administrator Agreements and Instruments (except for such conflicts, breaches, defaults defaults, events or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives conditions giving the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Adviser or the Administrator, or liens, charges or encumbrances that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the limited liability company agreement of the Adviser or the Administrator, or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Adviser or the Administrator or any of its Subsidiariestheir properties, assets or operations except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and performance of the Notes Investment Management Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance issue and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder this Agreement and thereunder have been duly authorized by all necessary corporate or other action and do the consummation of the transactions herein contemplated will not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, any indenture, mortgage, deed of trust, loan agreement or result in other agreement or instrument to which the creation Company or imposition any of its subsidiaries is a party or by which the Company or any lien, charge of its subsidiaries is bound or encumbrance upon to which any properties of the property or assets of the Company or any Subsidiary pursuant toof its subsidiaries is subject, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action ii) result in any violation of the provisions of the charterAmended and Restated Articles of Incorporation, bylaws as amended or similar organizational documents supplemented, or the Amended and Restated Bylaws of the Company, as amended, or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries, or, subsidiaries or any of their respective properties except as disclosed in the Registration Statementcase of (i) or (iii), such as would not, individually or in the General Disclosure Package aggregate, reasonably be expected to have a Material Adverse Effect; and the Prospectusno consent, any applicable lawapproval, statute, rule, regulation, judgmentauthorization, order, writ registration or decree qualification of or with any Governmental Entity. As used herein, a “Repayment Event” means any event such court or condition which gives governmental agency or body is required for the holder issue and sale of any note, debenture the Securities or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the Securities Act and such consents, approvals, authorizations, registrations or any qualifications as may be required under state securities or blue sky laws or the rules of its SubsidiariesFINRA in connection with this Agreement.

Absence of Conflicts. The executionexecution and delivery by the Company of, delivery and performance of this Agreement, the Indenture and the Notes performance by the Company of its obligations under, this Agreement and the consummation of the transactions contemplated herein, therein hereby and in the Registration Statement, the General Disclosure Package Statement and the Prospectus or any issuer free writing prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in (B) violate any violation of the provisions provision of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, or (C) except as disclosed in the Registration Statement, the General Disclosure Package Statement and the ProspectusProspectus or any issuer free writing prospectus, violate any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance of this AgreementAgreement and the Master Forward Confirmation, the Indenture execution, delivery and performance of each “Supplemental Confirmation” under the Notes Master Forward Confirmation, and in each case the consummation of the transactions contemplated herein, therein and herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Shares from time to time pursuant to this Agreement or the Alternative Distribution Agreements, the issuance of the shares of Common Stock pursuant to any Forward Contract, and any issuance of the Conversion Shares upon conversion of the Series A Preferred Stock, as applicable, and its use of the net proceeds from the sale issuance of the Securities Shares and such shares of Common Stock as described therein in the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company and the Operating Partnership with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance by the Company of this Agreementthe Transaction Documents to which it is a party do not, the Indenture and the Notes and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether subject to obtaining the consents, approvals, authorizations and permits and making the filings described in this Section 5.3(d) or as set forth on Company Disclosure Schedule 5.3(d), (i) violate, conflict with, or result in any breach of, any of the terms, conditions or provisions of the Company’s certificate of incorporation or bylaws or its Subsidiaries’ respective certificates of incorporation and bylaws, (ii) except for Material Contracts set forth on Company Disclosure Schedule 5.8 with an asterisk, if any, require a Consent or violate or result in any violation or breach of, or constitute a default (with or without the giving of due notice or passage lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or give rise to any right of termination, cancellation or acceleration under, or a loss of any benefits by the Company or any Subsidiary of the Company under, any of the terms, conditions or provisions of any Material Contract in existence as of the date of this Agreement, (iii) violate any order, writ, judgment, injunction, decree, statute, law, rule or regulation of any Governmental Entity applicable to the Company or any of its Subsidiaries or by which or to which any portion of their respective properties or assets is bound or subject or (iv) result in the creation or imposition of any lien, charge or encumbrance Lien upon any properties or assets of the Company or any Subsidiary pursuant toof the Company except, the Agreements with respect to each of clauses (ii) and Instruments (except for iii), such violations, conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that as would not, singly individually or in the aggregate, result in have a Material Adverse Effect Effect. No Consent, registration, declaration, or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectusfiling with, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness Entity is required by the Company or any of its SubsidiariesSubsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party or the consummation by the Company of the transactions contemplated hereby or thereby, except for (A) the filing of a pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration or termination of the applicable waiting period thereunder, (B) the filing, if applicable or advisable, of a request for an Advance Ruling Certificate pursuant to Section 102 of the Competition Act (Canada) and/or the filing of a pre-merger notification by the Company and Parent in accordance with Part IX of the Competition Act (Canada) and the expiration of the applicable waiting period thereunder, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (D) such other consents, approvals, orders, authorizations, registrations, declarations, filings, notices or permits the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect.

Absence of Conflicts. The (a) Except as set forth on the attached “MATERIAL Restrictions Schedule” the execution, delivery and performance by the Company of this AgreementAgreement and the Company Documents, the Indenture and consummation of the Notes Merger, and the consummation of each of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate hereby or other action and do not and thereby will not, whether assuming that the Written Consent is obtained, violate, conflict with, result in any material breach of, constitute or result in a material default under (with or without the giving of notice or passage lapse of time or both), conflict with or constitute a breach result in any violation of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge material Lien (other than a Permitted Lien or encumbrance any Lien related to Purchaser’s or Merger Sub’s credit facilities) upon any properties or assets of any member of the Company Group, result in the termination, cancellation or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, result in loss of a material benefit under, give rise to any obligation of the Company or its Subsidiaries to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or require any notice under, any provision of (i) the Company Charter, the Company’s by-laws or any of the Company’s Subsidiaries’ articles of incorporation, by-laws or other organizational documents, (ii) any Contract required to be listed on the “Contracts Schedule” attached hereto or any Governmental License required to be listed on the “Governmental Licenses Schedule” to which the Company or any of its Subsidiaries is party or by which any of the properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments of its Subsidiaries are bound; (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in iii) any violation of the provisions of the charter, bylaws or similar organizational documents of Order applicable to the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (Subsidiaries or any person acting on such holder’s behalf) of the right to require the repurchase, redemption properties or repayment assets of all or a portion of such indebtedness by the Company or any of its Subsidiaries; or (iv) any applicable Law. (b) Except as set forth on the attached “MATERIAL Restrictions Schedule”, no material authorization, consent, approval, exemption, waiver, Order, Governmental License or other material action by, authorization of, declaration or filing with, or notification to any Governmental Authority is required on the part of the Company or its Subsidiaries in connection with the execution, delivery and performance of this Agreement or the Company Documents, the consummation of the Merger or the consummation of the transactions contemplated hereby or thereby (except for the filing and recordation of the Certificate of Merger as required by the DGCL and any such actions required by any Antitrust Law).

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture issuance and sale of the Notes Securities, the filing of the Certificate of Amendment with the Department of State of the State of New York and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

Absence of Conflicts. The execution(a) Except as disclosed in Schedule 4.03(a) of the Company Disclosure Schedule, the execution and delivery and performance of this AgreementAgreement by such Member does not, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in hereby will not (i) to the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or bothextent applicable, conflict with or violate the charter or bylaws, or the equivalent organizational documents, in each case as amended or restated, of such Member, (ii) conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to such Member or by which any of such Member's assets or properties is bound or subject or (iii) result in any breach of or constitute a breach default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or default or Repayment Event (as defined below) require payment under, or result in the creation or imposition of any lien, charge a lien or encumbrance upon on any properties or assets of the Company or any Subsidiary Membership Units pursuant to, the Agreements and Instruments (except for any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such conflicts, breaches, defaults Member is a party or Repayment Events by or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or to which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company Member or any of its Subsidiaries, orCompany Membership Units is bound or subject, except where such matter would not reasonably be expected to have a Company Material Adverse Effect (as defined herein) or a materially adverse effect on the ability of the Member or Buyer to consummate the transactions contemplated hereby in the manner contemplated hereby or fulfill its obligations hereunder. (b) Except as disclosed in Schedule 4.03(b) on the Registration StatementCompany Disclosure Schedule, the General Disclosure Package execution and delivery of this Agreement by such Member does not, and consummation of the Prospectustransactions contemplated hereby will not, require such Member to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any applicable lawgovernmental, statuteadministrative or regulatory authority, ruleagency, regulationcommission, judgmentcourt or instrumentality, orderwhether national, writ federal, regional, state, provincial, territorial, local, domestic or decree of any foreign (collectively, "Governmental Entity. As used herein, a “Repayment Event” means any event Entities") or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariesthird person.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement, the Indenture, the Securities and the Notes DTC Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the issuance of the Underlying Securities upon conversion thereof and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Subsidiaries or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its the Subsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents of the Company or any of its SubsidiariesCompany, or, (y) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its SubsidiariesCompany.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture performance of the Investment Management Agreement and the Notes Administration Agreement and the consummation of the transactions contemplated herein, herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described therein under the caption “Use of Proceeds”) and the compliance by the Company Adviser and the Administrator with its their obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or of passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Adviser or any Subsidiary the Administrator or pursuant to, the Adviser/Administrator Agreements and Instruments (except for such conflicts, breaches, defaults defaults, events or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives conditions giving the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Adviser or the Administrator, or liens, charges or encumbrances that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the limited liability company agreement of the Adviser or the Administrator, or (b) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Adviser or the 125213972v2 Administrator or any of its Subsidiariestheir properties, assets or operations except, in the case of (b) above, for any violation that would not reasonably be expected, singly or in the aggregate, to result in an Adviser/Administrator Material Adverse Effect.

Absence of Conflicts. (a) The execution, delivery and performance of this AgreementAgreement by the Company, the Indenture and the Notes and the consummation by the Company of the transactions contemplated herein, therein and hereby will not (i) result in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale a violation of the Securities and Certificate of Incorporation or Bylaws or the use organizational charter and/or bylaws of the proceeds from the sale any of the Securities as described therein under the caption “Use its Subsidiaries, or (ii) violate or conflict with, or result in a breach of Proceeds”) and the compliance by the Company any provision of, or constitute a default (or an event which with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage lapse of time or bothboth would become a default) under (or, conflict with as of the date hereof, give to others any rights of termination, amendment, acceleration or constitute a breach cancellation of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge lien on or encumbrance upon against any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents properties of the Company or any of its SubsidiariesSubsidiaries under), or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture bond, mortgage, agreement, license indenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right instrument to require the repurchase, redemption or repayment of all or a portion of such indebtedness by which the Company or any of its SubsidiariesSubsidiaries is a party, or result in a violation of any statute, law, rule, regulation, writ, injunction, order, judgment or decree (including U.S. federal and state securities laws and regulations and the rules and regulations of the Principal Market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except where such violation, conflict, breach or default would not have a Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries is in violation of any term of its Certificate of Incorporation or Bylaws or its organizational charter or bylaws, respectively. (c) Except as specifically contemplated by this Agreement and as required under the Securities Act, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any Governmental Entity in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof. (d) The Company is not in violation of the listing requirements of the Principal Market and, to its Knowledge, is not aware of any facts that would cause it to be delisted by the Principal Market.

Absence of Conflicts. The (a) Assuming that all consents, approvals, authorizations and other actions described in Section 3.03(a)(iii) have been obtained, all filings and notifications listed in Schedule 3.03(a) have been made and any applicable waiting period has expired or been terminated prior to Closing, the execution, delivery and performance of this Agreement, the Indenture Agreement and the Notes Ancillary Agreements by Seller and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and Transaction do not and will not, whether with or without the giving of notice or passage of time or both, : (i) conflict with or constitute a breach violate any of the terms of the Organizational Documents of the Company or Seller or any Operating Subsidiary, in each instance as amended to date; (ii) violate any Legal Requirement applicable to the Company or Seller or any Operating Subsidiary, except, as would not materially and adversely affect the ability of Seller to carry out its obligations hereunder, and to consummate the Transaction; (iii) other than any required EU or national competition law filings, require any approval, consent, or authorization of, or default or Repayment Event (as defined below) undernotice to, or filing or registration with, any Governmental Authority by or with respect to Seller, the Company or the Operating Subsidiaries in connection with the execution and delivery of this Agreement by Seller or the consummation by Seller, the Company or the Operating Subsidiaries of the Transaction, except where failure to obtain such approval, order or authorization or make such filing, registration or declaration, would not materially and adversely affect the ability of Seller to carry out its obligations hereunder, and to consummate the Transaction; (iv) violate or conflict with in any material respects or result in any material breach or contravention of, or constitute a material default under or an event giving rise to a right of termination of, any Material Contract; or (v) result in the creation or imposition of any lien, charge or encumbrance Encumbrance upon any properties or assets JV Company, any of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company JV Companies’ Equity or any of its Subsidiariesthe Assets. (b) There are no Contracts with, oror option, commitments or right in favor of, any Person to directly or indirectly acquire any Assets, except as disclosed for sales of Inventory in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree Ordinary Course of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture Business or other evidence of indebtedness (or any person acting on such holder’s behalf) Assets which would not reasonably be expected to be material to the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its SubsidiariesBusiness.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, (y) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

Absence of Conflicts. The Except as disclosed on Section 5.5 of the Disclosure Schedules, neither the authorization, execution, delivery and performance by the Company of this Agreement, the Indenture Agreement and the Notes and Ancillary Agreements to which it is, or will be at the Closing, a party, nor the consummation of the transactions contemplated herein, therein Contemplated Transactions will: (a) assuming the making of all necessary filings required under the HSR Act and in the Registration Statement, the General Disclosure Package other applicable Antitrust Laws and the Prospectus (including the issuance and sale except as disclosed on Section 5.5 of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will notDisclosure Schedules, whether conflict with or without the giving of result in a breach or violation of, or constitute a default (or an event which, with notice or passage lapse of time or both, conflict with or would constitute a breach of, or default or Repayment Event (as defined belowdefault) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of Applicable Law applicable to the Company or any Subsidiary pursuant toof its Subsidiaries, the Agreements and Instruments (except for such conflicts, breaches, defaults Business or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation assets of the provisions of the charter, bylaws or similar organizational documents any of the Company or any of its Subsidiaries; (b) (1) require consent or notice under, orviolate, except as disclosed conflict with, result in any breach of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the Registration Statementtermination or acceleration of, create in any party the General Disclosure Package and right to accelerate, terminate, modify or cancel, or require any authorization, consent or approval of or notice or payment to any Person, or require any offer to purchase or prepayment of any Indebtedness or liability under, or result in the Prospectuscreation of any Lien upon or forfeiture of any of the material rights, properties or assets of any of the Company or any of its Subsidiaries under, any terms, conditions or provisions of (i) the Company’s or any of its Subsidiaries’ articles of incorporation, bylaws or similar governing documents, (ii) any Material Company Contract, or (iii) any material Permit applicable to or held by any of the Company or any of its Subsidiaries; or (2) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority under the provisions of any law, statute, rule, regulation, judgment, order, writ order or decree (except for any such actions required by the HSR Act or any other Antitrust Law); (c) alone or in combination with any other event, result in any Change of Control Payment; or (d) to the Knowledge of the Company, alone or in combination with any Governmental Entity. As used hereinother event, a “Repayment Event” means cause any event or condition which gives the holder of any notebonus, debenture severance or other evidence payment or other form of indebtedness (Compensation to be created, increased, accelerated, accrue or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness become payable by the Company or any of its SubsidiariesSubsidiaries to any present or former director, stockholder, employee, independent contractor or consultant thereof pursuant to any non-written Contract.

Absence of Conflicts. The (a) Except as set forth on the attached “Purchaser Material Restrictions Schedule,” the execution, delivery and performance by Purchaser and Merger Sub of this Agreement and the other documents contemplated hereby to which the Purchaser or Merger Sub is a party, the consummation of the Merger, and the consummation of each of the transactions contemplated hereby or thereby will not (a) violate, conflict with, result in any material breach of, constitute or result in a material default under (with or without notice or lapse of time or both), result in any violation of, result in the creation of any Lien upon any properties or assets of Purchaser or Merger Sub under, result in the termination, cancellation or acceleration of, create in any party the right to accelerate, terminate, modify or cancel, result in loss of a material benefit under, give rise to any obligation of the Purchaser or Merger Sub to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or require any notice under, any provision of (i) the articles of incorporation or bylaws of Purchaser or Merger Sub, (ii) any Order applicable to Purchaser or Merger Sub; or (iii) any applicable Law. (b) Except as set forth on the attached “Purchaser Material Restrictions Schedule” no authorization, consent, approval, exemption, waiver, Order, Governmental License or other action by, authorization of, declaration or filing with, or notification to any Person or Governmental Authority is required on the part of the Purchaser, Merger Sub, or their Subsidiaries in connection with the execution, delivery and performance of this Agreement, the Indenture and consummation of the Notes and Merger or the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate hereby or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments thereby (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation filing and recordation of the provisions Certificate of the charter, bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except Merger as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness required by the Company or DGCL and any of its Subsidiariessuch actions required by any Antitrust Law).

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”” and any issuance of the Conversion Shares upon conversion of the Securities) and the compliance by the Company and the Operating Partnership with its their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Subsidiary subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waivedEffect), nor will such action result in any violation of the provisions of the chartercharter (including the Articles Supplementary), bylaws or similar organizational documents of the Company or any of its Subsidiariessubsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiaries.

Absence of Conflicts. The execution, delivery and performance of this Agreement, the Indenture and the Notes Agreement and the consummation of the transactions contemplated herein, therein herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action (except for specific approval of any redemption of the Preferred Stock) and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary subsidiary pursuant to, any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Agreements and Instruments (except for such conflictsCompany or any of its subsidiaries is a party or by which it or any of them may be bound, breaches, defaults or Repayment Events to which any of the property or liens, charges assets of the Company or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived)any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the charter, articles of incorporation or bylaws or similar organizational documents of the Company or any of its Subsidiaries, or, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entitygovernment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiary.

Absence of Conflicts. The execution, execution and delivery and performance by the Seller of this Agreement, the Indenture and the Notes performance by it of its obligations hereunder and the consummation by the Seller of the transactions contemplated herein, therein and hereby will not (a) conflict with or result in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale any violation of any provision of the Securities and the use of the proceeds from the sale of the Securities Seller's charter or bylaws, each as described therein under the caption “Use of Proceeds”amended to date, (b) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage the lapse of time or both, conflict with with, result in any violation or constitute a breach of, constitute a default under, give rise to any right of termination or default acceleration pursuant to, result in any increased or Repayment Event (as defined below) underadditional payments pursuant to, or result in being declared void or voidable, or result in any change or amendment of, any term or provision of any note, bond, mortgage, indenture, lease, license, Contract or other instrument to which the Seller is a party or by which any of the Transferred Assets are or may be bound, (c) violate any Legal Requirement applicable to the Seller or the Transferred Assets or (d) result in the creation of, or imposition of impose on the Seller the obligation to create, any lien, charge or encumbrance Lien upon any properties or assets of the Company Transferred Assets other than such minor imperfections of title and Liens as do not materially detract from or any Subsidiary pursuant to, interfere with the Agreements use of the Transferred Assets or materially detract from the value thereof. The execution and Instruments delivery by (except for such conflicts, breaches, defaults a) Sterling America of this Agreement and the performance by it of its obligations hereunder will not (i) conflict with or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents of the Company or any provision of its Subsidiariescharter or bylaws, or, except each as disclosed in the Registration Statement, the General Disclosure Package amended to date or (ii) violate any Legal Requirement applicable to Sterling America and (b) Sterling Commerce of this Agreement and the Prospectus, performance by it of its obligations hereunder will not conflict with or result in any applicable law, statute, rule, regulation, judgment, order, writ or decree violation of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any provision of its Subsidiariescharter or bylaws, each as amended to date.

Absence of Conflicts. The executionNeither the execution and delivery of the Indenture, delivery and performance of this Agreement or the Registration Rights Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance issue and sale of the Securities and Securities, nor the use consummation of any other of the proceeds from transactions herein or therein contemplated, nor the sale fulfillment of the Securities as described therein under the caption “Use of Proceeds”) and the compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate terms hereof or other action and do not and thereof will notconflict with, whether with or without the giving of notice or passage of time or both, conflict with or constitute result in a breach or violation of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any Subsidiary of its subsidiaries pursuant to, (i) the Agreements and Instruments (except for such conflicts, breaches, defaults charter or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or which have been waived), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational documents by-laws of the Company or any of its Subsidiariessubsidiaries; (ii) the terms of any indenture, orcontract, except as disclosed in lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Registration StatementCompany or any of its subsidiaries is a party or bound or to which any of their respective properties is subject; or (iii) any statute, the General Disclosure Package and the Prospectus, any applicable law, statute, rule, regulation, judgment, order, writ order or decree of any Governmental Entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right applicable to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiariessubsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority of the United States or any state thereof having jurisdiction over the Company, any of its subsidiaries or any of their respective properties or to the Company's knowledge, any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority outside of the United States having jurisdiction over the Company, any of its subsidiaries or any of their respective properties, except, with respect to (x) clause (ii) and (y) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority outside of the United States described in clause (iii) as to which the Company has no knowledge, for conflicts, violations, breaches or impositions that would not reasonably be expected to have a Material Adverse Effect.