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

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement and the issuance and sale of the Notes and Guarantees and compliance with the 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 a Debt Repayment Triggering Event (as hereinafter defined) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries or the Guarantors, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their properties, or (iii) any agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors is a party or by which the Company, its Significant Subsidiaries or the Guarantors is bound or to which any of the properties of the Company, its Significant Subsidiaries or the Guarantors is subject, except in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, result in a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated hereby; 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, its Significant Subsidiaries or the Guarantors.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture Indenture, the Registration Rights Agreement and this Agreement the Security Documents, and the issuance and sale of the Notes and Guarantees Offered Securities and compliance with the terms and provisions hereof and thereof will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defined) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries or the Guarantors, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their propertiesrespective Subsidiaries, or constitute a default or a Debt Repayment Triggering Event (iiias defined below) under any indenture, mortgage deed, deed of trust, loan agreement or other agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries is a party or by which the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries is bound or to which any of the properties property or assets of the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries is subject, except nor will such action result in any violation of the case provisions of clauses the charter or by-laws (ii) and (iii)or other organizational documents, as would notapplicable) of the Company, individually the Guarantors or in any of their respective Subsidiaries, or any statute or any order, rule or regulation of any court or governmental agency or body, having jurisdiction over the aggregateCompany, result in the Guarantors or any of their respective Subsidiaries or any of their respective properties or assets, except for such defaults, conflicts, breaches or violations (other than with respect to the charter or by-laws of the Company, the Guarantors or any of their respective Subsidiaries) as could not reasonably be expected to have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated herebyEffect; 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, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, each Security Document and the Indenture and this Agreement and the issuance and sale of the Notes Offered Securities and Guarantees and compliance with the terms and provisions hereof and thereof and the creation, grant and reaffirmation of the first priority security interests pursuant to any Security Document will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance (other than the security interests granted and reaffirmed in favor of the Collateral Agent, for the benefit of the holders of the Offered Securities, pursuant to the Security Documents) upon any property or assets of the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries pursuant to, to (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries, (ii) any statutestatute or law, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their properties, respective subsidiaries or any of their properties or (iii) any agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is a party or by which the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is bound or to which any of the properties of the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is subject, ; except in the case of clauses (ii) and (iii)) above, for such breaches, violations or defaults as would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated hereby; a 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 outstanding 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, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture Indenture, the Offered Securities and this Agreement Agreement, and the issuance and sale of the Notes Offered Securities and Guarantees and compliance with the terms and provisions thereof hereof and thereof, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors Guarantors, any of their respective subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is a party or by which the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is bound or to which any of the properties of the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is subject, except in each case (other than in relation to any of the case of clauses foregoing under such charter or by-laws (ii) and (iiior similar organizational documents)), for any such breach, violation or default as would not, individually or in the aggregate, result in have or reasonably be expected to have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated hereby; a 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 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, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture Indenture, the Call Spread Confirmations (including the issuance of the Warrant Securities) and this Agreement Agreement, and the issuance and sale of the Notes Offered Securities and Guarantees Underlying Shares and compliance with the 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 a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, its Significant Subsidiaries or the Guarantors or any of the Company’s other significant subsidiaries pursuant to, (i) the charter or by-laws (or similar organizational documents) constitutive document of the Company, its Significant Subsidiaries the Guarantors or any of the GuarantorsCompany’s other subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of the Company’s other subsidiaries or any of their properties, or (iii) or any agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors or any of the Company’s other subsidiaries is a party or by which the Company, its Significant Subsidiaries or the Guarantors or any of the Company’s other subsidiaries is bound or to which any of the properties of the Company, its Significant Subsidiaries or the Guarantors or any of the Company’s other subsidiaries is subjectsubject except, except in the case of clauses (ii) and (iii), as where any such breach, violation or default would not, individually or in the aggregate, result in have a Material Adverse Effect or impair the ability materially adversely affect consummation of the Company or the Guarantors to consummate the transactions contemplated hereby; 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, its Significant Subsidiaries the Guarantors or any of the GuarantorsCompany’s other subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of each of the Indenture and this Agreement and Transaction Documents, the issuance issue and sale of the Notes Securities and Guarantees the granting of liens and compliance with security interests to be granted by the terms Company and provisions thereof the Parent Guarantor pursuant to the Indenture and the Collateral Documents have been duly authorized by all necessary corporate action and the execution, delivery and performance of each of the Transaction Documents, the issue and sale of the Securities, the granting of liens and security interests to be granted by the Company and the Parent Guarantor pursuant to the Indenture and the Collateral Documents and the application of the net proceeds from the sale of the Securities as set forth and contemplated by each of the General Disclosure Package and the Final Offering Circular, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any tax, lien, charge or encumbrance upon the shares of capital stock of the Parent Guarantor or any Subsidiary or any property or assets of the Company, its Significant Subsidiaries Parent Guarantor or the Guarantors any Subsidiary pursuant to, : (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries Parent Guarantor or the Guarantorsany Subsidiary, (ii) any statute, rule, regulation or order judgment, order, writ or decree of any governmental agency or body or any courtcourt or arbitral panel, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries Parent Guarantor or the Guarantors any Subsidiary or any of their propertiesrespective assets, properties or operations, or (iii) any agreement or instrument to which the Company, its Significant Subsidiaries Parent Guarantor or the Guarantors any Subsidiary is a party or by which the Company, its Significant Subsidiaries Parent Guarantor or the Guarantors any Subsidiary is bound or to which any of the assets or properties of the CompanyParent Guarantor or any Subsidiary is subject (other than any lien, its Significant Subsidiaries charge or encumbrance created or imposed pursuant to the Guarantors is subjectCollateral Documents), except (in the case of clauses (ii) and relation to clause (iii)) only) such breach, as violation, default, Debt Repayment Triggering Event, tax, lien, charge or encumbrance that would not, individually or in the aggregate, result in a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated herebyEffect; 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, its Significant Subsidiaries Parent Guarantor or the Guarantorsany Subsidiary.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture Warrant Agreement, this Agreement and this any Terms Agreement and the issuance and sale of the Notes and Guarantees Securities and compliance with the 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 a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Issuer or any of its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, Issuer or any of its Significant Subsidiaries or the GuarantorsSubsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Issuer or any of its Significant Subsidiaries or the Guarantors or any of their properties, or (iii) any agreement or instrument to which the Company, its Issuer or any such Significant Subsidiaries or the Guarantors Subsidiary is a party or by which the Company, Issuer or any of its Significant Subsidiaries or the Guarantors is bound or to which any of the properties of the Company, its Issuer or any such Significant Subsidiaries or the Guarantors Subsidiary is subject, except in or the case of clauses (ii) and (iii), as would not, individually charter or in the aggregate, result in a Material Adverse Effect or impair the ability by-laws of the Company Issuer or any of its Significant Subsidiaries, and the Guarantors Issuer has fall power and authority to consummate authorize, issue and sell the transactions Securities as contemplated herebyby this Agreement and any Terms Agreement; 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, Issuer or any of its Significant Subsidiaries or the GuarantorsSubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, each Security Document and the Indenture and this Agreement and Indenture, the issuance and sale of the Notes Offered Securities and Guarantees and compliance with the terms and provisions hereof and thereof and the creation, grant and reaffirmation of the first priority security interests pursuant to any Security Document will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets (other than the security interests granted and reaffirmed in favor of the Collateral Agent, for the benefit of the holders of the Offered Securities, pursuant to the Security Documents) of the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries pursuant to, to (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries, (ii) any statutestatute or law, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their properties, respective subsidiaries or any of their properties or (iii) any agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is a party or by which the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is bound or to which any of the properties of the Company, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is subject, ; except in the case of clauses (ii) and (iii)) above, for such breaches, violations or defaults as would not, individually or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated hereby; a 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 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, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement and Transaction Documents, the issuance and sale of the Notes Offered Securities and Guarantees and Guarantees, the application of the proceeds thereof as described in the General Disclosure Package, the Final Offering Circular, compliance with the terms and provisions thereof of the Transaction Documents and the consummation of the Equity Offering and the application of proceeds therefrom will not conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective Subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries or any of their properties, or (iii) any assuming the amendment and restatement to the Revolving Credit Agreement, as described in the General Disclosure Package and the Final Offering Circular, becomes effective, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries is a party or by which the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries is bound or to which any of the properties or assets of the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries is subject, except in the case of clauses (ii) and (iii), as would notto such extent as, individually or in the aggregate, result in does not have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated herebyEffect; 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, its Significant Subsidiaries the Guarantors or any of their respective Subsidiaries; provided however, that neither the GuarantorsTender Offer nor any agreement to conduct the Tender Offer shall be considered a Debt Repayment Triggering Event.

Absence of Defaults and Conflicts Resulting from Transaction. The execution(i) Assuming due compliance by the Company and the Underwriters with the selling restrictions, delivery and performance if any, set forth under “Underwriting (Conflicts of Interest)” in the Pricing Prospectus, the sale of the Indenture Shares to be sold by such Selling Shareholder hereunder and the compliance by such Selling Shareholder with this Agreement and, as applicable, the Power of Attorney and the Custody Agreement and the issuance and sale consummation of the Notes transactions herein and Guarantees and compliance with the terms and provisions thereof therein contemplated will not conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defined) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries or the Guarantors, (ii) any statute, ruleindenture, regulation mortgage, deed of trust, loan agreement, lease or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their properties, or (iii) any other agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors such Selling Shareholder is a party or by which the Company, its Significant Subsidiaries or the Guarantors such Selling Shareholder is bound or to which any of the properties property or assets of the Company, its Significant Subsidiaries or the Guarantors such Selling Shareholder is subject, except nor will such action result in any violation of the case provisions of clauses the certificate of Incorporation or by-laws or similar organizational documents of such Selling Shareholder if such Selling Shareholder is a corporation, the partnership agreement of such Selling Shareholder if such Selling Shareholder is a partnership, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Shareholder or any of its subsidiaries or any property or assets of such Selling Shareholder; and (ii) assuming due compliance by the Company and the Underwriters with the selling restrictions, if any, set forth under “Underwriting (iiiConflicts of Interest)” in the Pricing Prospectus, no consent, approval, authorization, order, registration or qualification of or with any court or governmental body or agency having jurisdiction over such Selling Shareholder or any of its subsidiaries or any property or assets of such Selling Shareholder is required for the performance by such Selling Shareholder of its obligations under this Agreement and, as would notapplicable, individually or in the aggregate, result in a Material Adverse Effect or impair Power of Attorney and the ability Custody Agreement and the consummation by such Selling Shareholder of the Company or the Guarantors to consummate the transactions contemplated hereby; a “Debt Repayment Triggering Event” means any event or condition that givesby this Agreement and, or as applicable, the Power of Attorney and the Custody Agreement in connection with the giving Shares to be sold by such Selling Shareholder hereunder, except the registration under the Act of notice or lapse the Shares, registration of time would givethe Ordinary Shares under the Exchange Act, the holder approval by FINRA of any notethe underwriting terms and arrangements and such consents, debenture approvals, authorizations, orders, registrations or other evidence qualifications as may be required under U.S. state securities or Blue Sky laws in connection with the purchase and distribution 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 Shares by the CompanyUnderwriters, its Significant Subsidiaries or the Guarantors.as to which such Selling Shareholder makes no representation;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of the Indenture and this Agreement and the Deposit Agreement, the consummation of the transactions contemplated herein and therein, the issuance and sale of the Notes Offered Securities and Guarantees and compliance the Offered Shares by the Company, the deposit of the Ordinary Shares with the terms Depositary, the issuance of the ADRs evidencing the ADSs and provisions thereof the listing of the Offered Securities on the Nasdaq Global Market do not and will not result in a any breach or violation of (a) the provisions of the memorandum and articles of association or equivalent constituent document of the Company or any of the Subsidiaries; (b) any statute, rule or order of any Governmental Agency, domestic or foreign, having jurisdiction over the Company or any of the Subsidiaries or any of their properties; or (c) any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defined) defined below), other than as disclosed in the General Disclosure Package and the Final Prospectus, under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, its Significant Company or any of the Subsidiaries or the Guarantors pursuant to, (i) the charter any indenture, mortgage, deed of trust, loan agreement or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries or the Guarantors, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their properties, or (iii) any other agreement or instrument to which the Company, its Significant Company or any of the Subsidiaries or the Guarantors is a party or by which the Company, its Significant Company or any of the Subsidiaries or the Guarantors is bound or to which any of the properties of the Company, its Significant Company or any of the Subsidiaries or the Guarantors is subject, except except, in the case of clauses (iib) and (iiic), as those that would not, individually or in the aggregate, result in a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated hereby; a 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 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, its Significant Subsidiaries Company or any of the GuarantorsSubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, the execution, delivery and performance of the Indenture and this Agreement and Agreement, the issuance and sale of the Notes Offered Securities and Guarantees and compliance with the terms and provisions thereof consummation of the Corporate Reorganization will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyRGHL Parties, the Company or any of its Significant Subsidiaries or the Guarantors subsidiaries pursuant to, (i) the charter or by-laws (or similar organizational documents) documents of the CompanyRGHL Parties, the Company or any of its Significant Subsidiaries or the Guarantorssubsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the CompanyRGHL Parties, the Company or any of its Significant Subsidiaries or the Guarantors subsidiaries or any of their properties, or (iii) any agreement or instrument to which the CompanyRGHL Parties, the Company or any of its Significant Subsidiaries or the Guarantors subsidiaries is a party or by which the CompanyRGHL Parties, the Company or any of its Significant Subsidiaries or the Guarantors subsidiaries is bound or to which any of the properties of the CompanyRGHL Parties, the Company or any of its Significant Subsidiaries or the Guarantors subsidiaries is subject, except in the case of except, with respect to clauses (ii) and (iii)) above, as would notfor any such breach, violation or default that would, individually or in the aggregate, result in neither reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement or the Corporate Reorganization nor have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated herebyEffect; 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 CompanyRGHL Parties, the Company or any of its Significant Subsidiaries or the Guarantorssubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement and Transaction Documents, the issuance and sale of the Notes Offered Securities and the Guarantees (and the application of the proceeds thereof, as described under the caption “Use of Proceeds” in the General Disclosure Package and the Final Offering Circular) and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by the Transaction Documents will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance (other than Permitted Liens as defined in the Indenture) upon any property or assets of the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries pursuant to, to (i) the charter or charter, by-laws (or similar organizational documents) operating agreements of the CompanyIssuers, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries or any of their respective properties, or (iii) any agreement or instrument to which the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is a party or by which the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is bound or to which any of the properties of the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is subjectsubject except, except in the case of clauses (ii) and (iii), ) as would not, individually or in the aggregate, result in have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated herebyEffect; 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 CompanyIssuers, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and Indenture, the Terms Agreement (including the provisions of this Agreement Agreement) and the issuance and sale of the Notes and Guarantees Offered Securities and compliance with the 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 a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Company or any of its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, Company or any of its Significant Subsidiaries or the GuarantorsSubsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Company or any of its Significant Subsidiaries or the Guarantors or any of their properties, or (iii) any agreement or instrument to which the Company, Company or any of its Significant Subsidiaries or the Guarantors is a party or by which the Company, Company or any of its Significant Subsidiaries or the Guarantors is bound or to which any of the properties of the Company, Company or any of its Significant Subsidiaries or the Guarantors is subject, except in or the case of clauses (ii) and (iii), as would not, individually charter or in the aggregate, result in a Material Adverse Effect or impair the ability by-laws of the Company or any such Significant Subsidiary, and the Guarantors Company has full power and authority to consummate authorize, issue and sell the transactions Offered Securities as contemplated herebyby the Terms Agreement (including the provisions of this Agreement); 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, Company or any of its Significant Subsidiaries or the GuarantorsSubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture Indenture, this Agreement and this any Terms Agreement and the issuance and sale of the Notes and Guarantees Securities and compliance with the 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 a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Issuer or any of its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, Issuer or any of its Significant Subsidiaries or the GuarantorsSubsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Issuer or any of its Significant Subsidiaries or the Guarantors or any of their properties, or (iii) any agreement or instrument to which the Company, its Issuer or any such Significant Subsidiaries or the Guarantors Subsidiary is a party or by which the Company, Issuer or any of its Significant Subsidiaries or the Guarantors is bound or to which any of the properties of the Company, its Issuer or any such Significant Subsidiaries or the Guarantors Subsidiary is subject, except in or the case of clauses (ii) and (iii), as would not, individually charter or in the aggregate, result in a Material Adverse Effect or impair the ability by-laws of the Company Issuer or any of its Significant Subsidiaries, and the Guarantors Issuer has full power and authority to consummate authorize, issue and sell the transactions Securities as contemplated herebyby this Agreement and any Terms Agreement; 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, Issuer or any of its Significant Subsidiaries or the GuarantorsSubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution(i) Assuming due compliance by the Company and the Underwriters with the selling restrictions set forth under “Underwriting (Conflicts of Interest)” in the Pricing Prospectus, delivery and performance the sale of the Indenture Shares to be sold by such Selling Shareholder hereunder and the compliance by such Selling Shareholder with this Agreement and, as applicable, the Power of Attorney and the Custody Agreement and the issuance and sale consummation of the Notes transactions herein and Guarantees and compliance with the terms and provisions thereof therein contemplated will not conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defined) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries or the Guarantors, (ii) any statute, ruleindenture, regulation mortgage, deed of trust, loan agreement, lease or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their properties, or (iii) any other agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors such Selling Shareholder is a party or by which the Company, its Significant Subsidiaries or the Guarantors such Selling Shareholder is bound or to which any of the properties property or assets of the Company, its Significant Subsidiaries or the Guarantors such Selling Shareholder is subject, except nor will such action result in any violation of the case provisions of clauses the certificate of Incorporation or by-laws or similar organizational documents of such Selling Shareholder if such Selling Shareholder is a corporation, the partnership agreement of such Selling Shareholder if such Selling Shareholder is a partnership, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Shareholder or any of its subsidiaries or any property or assets of such Selling Shareholder; and (ii) assuming due compliance by the Company and the Underwriters with the selling restrictions set forth under “Underwriting (iiiConflicts of Interest)” in the Pricing Prospectus, no consent, approval, authorization, order, registration or qualification of or with any court or governmental body or agency having jurisdiction over such Selling Shareholder or any of its subsidiaries or any property or assets of such Selling Shareholder is required for the performance by such Selling Shareholder of its obligations under this Agreement and, as would notapplicable, individually or in the aggregate, result in a Material Adverse Effect or impair Power of Attorney and the ability Custody Agreement and the consummation by such Selling Shareholder of the Company or the Guarantors to consummate the transactions contemplated hereby; a “Debt Repayment Triggering Event” means any event or condition that givesby this Agreement and, or as applicable, the Power of Attorney and the Custody Agreement in connection with the giving Shares to be sold by such Selling Shareholder hereunder, except the registration under the Act of notice or lapse the Shares, registration of time would givethe Ordinary Shares under the Exchange Act, the holder approval by FINRA of any notethe underwriting terms and arrangements and such consents, debenture approvals, authorizations, orders, registrations or other evidence qualifications as may be required under U.S. state securities or Blue Sky laws in connection with the purchase and distribution 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 Shares by the CompanyUnderwriters, its Significant Subsidiaries or the Guarantors.as to which such Selling Shareholder makes no representation;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and Indenture, this Agreement and the Registration Rights Agreement, and the issuance and sale of the Notes Offered Securities and Guarantees and compliance with the 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 a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyIssuer, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries pursuant to, (i) the charter or by-laws (or similar organizational documents) of the CompanyIssuer, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the CompanyIssuer, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries or any of their properties, or (iii) any agreement or instrument to which the CompanyIssuer, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is a party or by which the CompanyIssuer, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is bound or to which any of the properties of the CompanyIssuer, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is subject, except in the case of clauses (ii) and clause (iii)) above, as for any such breach, violation or default or such Debt Repayment Triggering Event that would not, individually or in the aggregate, result in have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated herebyEffect; 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 CompanyIssuer, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement and Transaction Documents, the issuance and sale of the Notes Offered Securities and the Guarantees (and the application of the proceeds thereof, as described under the caption “Use of Proceeds” in the General Disclosure Package and the Final Offering Circular) and compliance with the terms and provisions thereof and the consummation of the transactions contemplated by the Transaction Documents will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance (other than Permitted Liens as defined in the Indenture) upon any property or assets of the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries pursuant to, to (i) the charter or charter, by-laws (or similar organizational documents) operating agreements of the CompanyIssuers, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries or any of their respective properties, or (iii) any agreement or instrument to which the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is a party or by which the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is bound or to which any of the properties of the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is subjectsubject except, except in the case of clauses (ii) and (iii), ) as would not, individually or in the aggregate, result in have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated hereby; 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 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 CompanyIssuers, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Issuers and the Guarantors of the Indenture Indenture, the Collateral Documents and this Agreement and Agreement, the issuance and sale of the Notes Offered Securities and Guarantees and compliance with the terms and provisions thereof consummation of the Transactions will not (i) conflict with or result in a breach or violation of any of the terms and or provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the CompanyIssuers, its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries or the Guarantors, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their propertiesrespective subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or (iii) any other agreement or instrument to which the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is a party or by which the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is bound or to which any of the properties property or assets of the CompanyIssuers, its Significant Subsidiaries or the Guarantors or any of their respective subsidiaries is subject, except in the case of clauses (ii) and result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Issuers, the Guarantors or any of their respective subsidiaries or (iii)) result in the violation of any law or statute or any judgment, as order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, for any such conflict, breach, violation or default that would not, individually or in the aggregate, result reasonably be expected to have, in the case of clauses (i) and (iii) above, a Material Adverse Effect or impair a material adverse effect on the ability performance of this Agreement, the issuance and sale of the Company Offered Securities or the Guarantors to consummate consummation of any of the transactions contemplated herebyby this Agreement; 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 counterparty to the agreements set forth on Schedule E (or any person acting on such holder’s behalfthe “Specified Contracts”) the right to require the repurchase, redemption or repayment of all or a portion of such any indebtedness under the Specified Contracts by the CompanyIssuers, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture Indenture, the Registration Rights Agreement and this Agreement the Security Documents, and the issuance and sale of the Notes Offered Securities and Guarantees and compliance with the terms and provisions hereof and thereof will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as hereinafter defined) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, its Significant Subsidiaries or the Guarantors, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, its Significant Subsidiaries or the Guarantors or any of their propertiesrespective Subsidiaries, or constitute a default or a Debt Repayment Triggering Event (iiias defined below) under any indenture, mortgage deed, deed of trust, loan agreement or other agreement or instrument to which the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries is a party or by which the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries is bound or to which any of the properties property or assets of the Company, its Significant Subsidiaries or the Guarantors or any of their respective Subsidiaries is subject, except nor will such action result in any violation of the case provisions of clauses the charter or by-laws (ii) and (iii)or other organizational documents, as would notapplicable) of the Company, individually the Guarantors or in any of their respective Subsidiaries, or any statute or any order, rule or regulation of any court or governmental agency or body, having jurisdiction over the aggregateCompany, result in the Guarantors or any of their respective Subsidiaries or any of their respective properties or assets, except for such defaults, conflicts, breaches or violations (other than with respect to the charter or by-laws of the Company, the Guarantors or any of their respective Subsidiaries) as could not reasonably be expected to have a Material Adverse Effect or impair the ability of the Company or the Guarantors to consummate the transactions contemplated herebyEffect; 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, its Significant Subsidiaries the Guarantors or the Guarantorsany of their respective Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture Indenture, this Agreement and this any Terms Agreement and the issuance and sale of the Notes and Guarantees Securities and compliance with the 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 a Debt Repayment Triggering Event (as hereinafter defineddefined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Issuer or any of its Significant Subsidiaries or the Guarantors pursuant to, (i) the charter or by-laws (or similar organizational documents) of the Company, Issuer or any of its Significant Subsidiaries or the GuarantorsSubsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Issuer or any of its Significant Subsidiaries or the Guarantors or any of their properties, or (iii) any agreement or instrument to which the Company, its Issuer or any such Significant Subsidiaries or the Guarantors Subsidiary is a party or by which the Company, Issuer or any of its Significant Subsidiaries or the Guarantors is bound or to which any of the properties of the Company, its Issuer or any such Significant Subsidiaries or the Guarantors Subsidiary is subject, except in or the case of clauses (ii) and (iii), as would not, individually charter or in the aggregate, result in a Material Adverse Effect or impair the ability by-laws of the Company Issuer or any of its Significant Subsidiaries, and the Guarantors Issuer has full power and authority to consummate authorize, issue and sell the transactions Securities as contemplated herebyby this Agreement and any Terms Agreement; 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 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Issuer or any of its Significant Subsidiaries or the GuarantorsSubsidiaries.