Common use of Absence of Defaults and Conflicts Resulting from Transaction Clause in Contracts

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities Offered Shares by the Company (including the issuance of the Conversion Shares (as defined below)) and the issuance and sale of the Company Preferred OP Units by the Operating Partnership Partnership, and the use of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiariesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries or any of their propertiesProperties, or (C) any agreement, lease, contract, indenture or other agreement or instrument to which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is a party or by which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is subject, except, and except in the case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Offered Securities will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Company or any of their respective its subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership Company or any of their respective its subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Company or any of their respective its subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership Company or any of their respective its subsidiaries is a party or by which the Company, the Operating Partnership Company or any of their respective its subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Company or any of their respective its subsidiaries is subject, except, except in the case cases of clauses (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of Material Adverse Effect and as would not materially adversely affect the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”)’s ability to perform its obligations hereunder; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership Company or any of their respective its subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement or any Terms Agreement (including of, and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringunder, including the issuance and sale of the Securities any Forward Contract) and the issuance and sale of the Company OP Units Issuance Shares by the Operating Partnership Company or the sale of the Forward Hedge Shares by any Forward Seller and the use of net proceeds therefrom as contemplated by the Registration Statement and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership or any of their respective subsidiariesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, Governmental Authority having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries the Subsidiaries or any of their propertiesProperties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries Subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties is subject (other than relating to the loans to be repaid with proceeds from the offering or as specifically described in the Use of Proceeds section of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, Prospectus) and except in the case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a . A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, 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, the Operating Partnership or any of their respective subsidiaries; the term Subsidiaries. “Organizational Documents” as used herein means (a) in the case of a trust, its declaration of trust and bylaws; (b) in the case of a corporation, its charter and by-laws; (bc) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (cd) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (de) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution Neither the execution, delivery and performance of this Agreement and nor the consummation of any of the transactions contemplated by this Agreement and the OP Agreement in connection with the offeringhereby (including, including without limitation, the issuance and sale by the Company of the Securities and Shares) will give rise to a right to terminate or accelerate the issuance and sale due date of any payment due under, or conflict with or result in the Company OP Units by the Operating Partnership will not breach or violation of any term or provision of, or constitute a default or, to the extent applicable, (or an event which with notice or lapse of time or both would constitute a Debt Repayment Triggering Event (as defined belowdefault) under, result in a violation of or require any of the terms and provisions ofconsent or waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company, Company or the Operating Partnership or any of their respective subsidiaries Subsidiaries pursuant to, to (Ai) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order terms of any governmental agency indenture, mortgage, deed of trust or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any other agreement or instrument to which the Company, the Operating Partnership Company or any of their respective subsidiaries the Subsidiaries is a party or by which the Company, Company or the Operating Partnership Subsidiaries or any of their respective subsidiaries is bound properties or businesses are bound, (ii) any franchise, license, permit, judgment, decree, order, statute, rule or regulation applicable to which the Company or any of the properties Subsidiaries or (iii) any provision of the Company, Organizational Documents of the Operating Partnership Company or any of their respective subsidiaries is subjectthe Subsidiaries, except, except in the case cases of clauses (Bi) and (Cii) only, for such defaults, violations, liens, charges consents or encumbrances that waivers which have already been obtained and are in full force and effect and except as would not, individually or in not have a Material Adverse Effect and assuming the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects closing of the Company, the Operating Partnership and their respective subsidiaries taken sale of Shares as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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 contemplated by the Company, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entitythis Agreement.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.or

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units Placement Shares by the Operating Partnership Company and the use of net proceeds therefrom as contemplated by the Registration Statement and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership or any of their respective subsidiariesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, Governmental Authority having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries the Subsidiaries or any of their propertiesProperties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries Subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties is subject (other than relating to the loans to be repaid with proceeds from the offering or as specifically described in the Use of Proceeds section of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, Prospectus) and except in the case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.Partnership

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.their

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement execution, delivery and the consummation performance of the transactions contemplated by Indenture and this Agreement and the OP Agreement in connection with the offeringAgreement, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by Offered Securities and Guarantees and compliance with the Operating Partnership terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Guarantors or any of their respective subsidiaries pursuant to, (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Guarantors or any of their respective subsidiaries, (Bii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Guarantors or any of their respective subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Guarantors or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership Guarantors or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Guarantors or any of their respective subsidiaries is subject, except, except in the case of clauses (Bii) and (Ciii) onlyabove, for such defaultsbreaches, violations, defaults, liens, charges or encumbrances that as would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership Guarantors or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement, the OP Agreement and the consummation of applicable agreements listed on Schedule D hereto (the transactions contemplated by this Agreement and the OP Agreement in connection with the offering“Contribution Transaction Documents”), including the issuance and sale of the Securities and the issuance and sale of the Offered Shares and the Contribution Shares by the Company and the issuance and sale of the OP Units (including the Company OP Units) and LTIP Units by the Operating Partnership Partnership, and the use of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiariesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries or any of their propertiesProperties, or (C) any agreement or instrument to which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is a party or by which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is subject, except, subject (other than the amount outstanding under the BRG LOC to be repaid with the net proceeds of the Offering as described in the Use of Proceeds section of the Statutory Prospectus), and except in case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company (including the issuance of the Conversion Shares (as defined below)) and the issuance and sale of the Company Preferred OP Units by the Operating Partnership Partnership, and the use of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries the Subsidiaries or any of their propertiesProperties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries Properties is subject, except, (other than relating to the loans to be repaid with proceeds from the offering or as specifically described in the Use of Proceeds section of the Statutory Prospectus) and except in case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.other

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement, the OP Agreement and the consummation of applicable agreements (including each exhibit and appendix referenced therein) listed on Schedule D hereto (collectively referred to as the transactions contemplated by this Agreement and the OP Agreement in connection with the offering“Contribution Transaction Documents”), including the issuance and sale of the Securities and the issuance and sale of the Offered Shares and the Contribution Shares by the Company and the issuance and sale of the OP Units (including the Company OP Units) and LTIP Units by the Operating Partnership Partnership, and the use of net proceeds therefrom as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not result in a breach or violation of any of the terms or provisions of, or constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents (as defined below) of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiariesSubsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries or any of their propertiesProperties, or (C) any agreement or instrument to which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is a party or by which the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is subject, except, subject (other than the amount outstanding under the BRG LOC to be repaid with the net proceeds of the Offering as described in the Use of Proceeds section of the Statutory Prospectus), and except in case of clauses clause (B) and (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-by- laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the compliance by the Company with the provisions of the Articles Supplementary, issuance and sale of the Offered Securities and the shares of Common Stock to be issued upon conversion of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, , (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of the Indenture, this Agreement and the consummation of the transactions contemplated by this Registration Rights Agreement and the OP Agreement in connection compliance with the offering, including the issuance terms and sale of the Securities provisions thereof and the issuance and sale of the Company OP Units by Offered Securities and Guarantees and the Operating Partnership application of the proceeds thereof as described under “Use of Proceeds” in the General Disclosure Package, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or, to the extent applicable, or a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries pursuant to, (Ai) the Organizational Documents charter or by-laws of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries, (Bii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, Governmental Authority having jurisdiction over the Company, the Operating Partnership Guarantor or any of their respective subsidiaries or any of their properties, or (Ciii) any agreement or instrument to which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is subject, except, subject except (in the case of clauses (Bii) and (Ciii)) only, such defaults, violations, liens, charges for breaches or encumbrances violations that would not, individually or in the aggregate, result in have a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership Guarantor or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Offered Securities by the Company and the issuance and sale of the Company OP Units by the Operating Partnership will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any of their respective subsidiaries pursuant to, (A) the Organizational Documents of the Company, the Operating Partnership or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any agreement or instrument to which the Company, the Operating Partnership or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership or any of their respective subsidiaries is bound or to which any of the properties of the Company, the Operating Partnership or any of their respective subsidiaries is subject, except, in the case of clauses (B) and (C) only, such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.Operating

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance by the Company and the Guarantor of this Agreement each of the Transaction Documents to which each is a party, the issuance and sale of the Offered Securities and the Guarantees (and the application of the proceeds from the sale of the Offered Securities as described under “Use of Proceeds” in each of the General Disclosure Package and the Final Offering Memorandum) and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company OP Units by the Operating Partnership Transaction Documents will not constitute a default or, to the extent applicable, a Debt Repayment Triggering Event (as defined belowi) under, conflict with or result in a breach or violation of any of the terms and or provisions of, or result in the creation of or imposition of any lien, charge or encumbrance upon any property property, right or assets of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries pursuant to, (A) the Organizational Documents or constitute a default under, any indenture, mortgage, deed of the Companytrust, the Operating Partnership loan agreement, license, lease or any of their respective subsidiaries, (B) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any of their respective subsidiaries or any of their properties, or (C) any other agreement or instrument to which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is bound or to which any of the properties properties, rights or assets of the Company, the Operating Partnership Guarantor or any of their respective subsidiaries is subject; (ii) result in any violation of the provisions of the charter, by-laws or operating agreements of the Company, the Guarantor or any of their respective subsidiaries; or (iii) result in any violation of any law or statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company, the Guarantor or any of their respective subsidiaries or any of their respective properties or assets except, in the case of clauses (Bi) and (Ciii) onlyabove, to the extent any such defaultsconflict, violationsbreach, liensviolation, charges default, lien, charge or encumbrances encumbrance that would notnot reasonably be expected to, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company Series D Preferred OP Units by the Operating Partnership Partnership, and the use of net proceeds from the sale of the Offering Shares as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default), or require any consent or waiver under, or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the execution or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiariesSubsidiaries, (B) any franchise, license, permit, judgment, decree, statute, rule, regulation or order applicable to either of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries or any of their propertiesProperties, or (C) any agreement, lease, contract, indenture, mortgage, deed of trust or other agreement or instrument to which either of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is a party or by which either of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is subject, except, and except in the case of clauses (B) and or (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated by this Agreement and the OP Agreement in connection with the offering, including the issuance and sale of the Securities and the issuance and sale of the Company Series D Preferred OP Units by the Operating Partnership Partnership, and the use of net proceeds from the sale of the Offered Shares as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, will not give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default), or require any consent or waiver under, or, to the extent applicable, a Debt Repayment Triggering Event (as defined below) under, result in a violation of any of the terms and provisions of, under or result in the execution or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries pursuant to, to (A) the Organizational Documents of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiariesSubsidiaries, (B) any franchise, license, permit, judgment, decree, statute, rule, regulation or order applicable to either of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries or any of their propertiesProperties, or (C) any agreement, lease, contract, indenture, mortgage, deed of trust or other agreement or instrument to which either of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is a party or by which either of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is bound or to which any of the properties Properties of the Company, the Operating Partnership Transaction Entities or any of their respective subsidiaries Subsidiaries is subject, except, and except in the case of clauses (B) and or (C) only, for such defaults, violations, liens, charges or encumbrances that would not, individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and their respective subsidiaries taken as a whole (“Material Adverse Effect”); a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, 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, the Operating Partnership or any of their respective subsidiaries; the term “Organizational Documents” as used herein means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational documents and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; and (d) in the case of any other entity, the organizational and governing documents of such entity.