Common use of Absence of Defaults and Conflicts Clause in Contracts

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, with the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter or by-laws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their its assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryCompany.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter or by-laws or other constituting or organizational document or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease agreement or other agreement or instrument to which binding upon the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectivelysubject, “Agreements and Instruments”) except for such defaults that would not reasonably be expected to result in a Material Adverse EffectEffect and that would not affect the validity of the Class B Equipment Notes or the Class B Certificates; and the execution, execution and delivery and performance by the Company of this Agreement, the Indenture Class B Equipment Notes and the Securities and Operative Documents to which it is, or is to be, a party, the consummation by the Company of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities therein contemplated, and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture thereunder and the Securities have been duly authorized by all necessary corporate action terms hereof and thereof do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, any agreement or other instrument binding upon the Agreements and Instruments Company (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectEffect and that would not affect the validity of the Class B Equipment Notes or the Class B Certificates), nor will such corporate action (ii) result in any a violation of the provisions of the charter certificate of incorporation or by-laws laws, as amended, or other constituting or organizational document of the Company Company, or any subsidiary or any (iii) result in a violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their its assets, properties or operations that operations, except, in each case of this clause (iii), for such violations or defaults, that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectEffect and that would not affect the validity of the Class B Equipment Notes or the Class B Certificates. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment prior to the stated maturity or date of mandatory redemption or repayment thereof of all or a portion of such indebtedness by the Company or any subsidiaryCompany.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with violate or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflictsviolations, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither The execution and delivery by the Company nor and the Trust of, and the performance by the Company and the Trust of their obligations under, this Agreement, the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Declaration, the Preferred Securities Guarantee Agreement and the Indenture, the issuance and delivery by the Trust of the Common Securities and Preferred Securities and the consummation of the sale of the Preferred Securities and the fulfillment of the terms herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (in each case material to the Company and its subsidiaries is in violation of its charter (including the Trust) considered as a whole or by-laws or in default in as to the performance or observance of Trust separately), any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, noteguarantee, lease lease, financing agreement or other similar agreement or instrument to which the Company or any of its subsidiaries (including the Trust) is a party or by which it the Company or any of them its subsidiaries (including the Trust) is bound, bound or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement its subsidiaries (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Trust) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, with the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)is subject, nor will such corporate action actions result in any violation of the provisions of the charter certificate of incorporation or by-laws of the Company or the Declaration of the Trust, nor will such actions result in any subsidiary violation (in each case material to the Company and its subsidiaries (including the Trust) considered as a whole or as to the Trust separately) of any statute or any violation order, rule or regulation of any applicable law, statute, rule, regulation, judgment, order, writ court or decree of any government, government instrumentality regulatory authority or court, domestic or foreign, other governmental body having jurisdiction over the Trust or the Company or any subsidiary of its subsidiaries or any of their assetsproperties; and no consent, properties approval, authorization or operations that order of, or qualification with, any governmental body or agency is required for, and the absence of which would result in a Material Adverse Effect. As used hereinmaterially affect, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness performance by the Company and the Trust of their obligations under this Agreement and the issuance and delivery of the Preferred Securities, except such approvals as will be obtained under the 1933 Act, the 1934 Act or any subsidiarythe 1939 Act and as may be required by the securities or Blue Sky laws of the various states or the securities laws of non-U.S. jurisdictions in connection with the sale of the Preferred Securities.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary. The consummation of the transactions contemplated in the Registration Statement (including the sale of the Securities) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws laws, limited liability company agreement, partnership agreement or other organizational documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws laws, limited liability company agreement, partnership agreement or other organizational documents of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company Adviser nor any of its subsidiaries the Administrator is in violation of its charter or by-laws Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractAdviser Document or Administrator Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by each of the Company Adviser and the Administrator with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company Adviser or any subsidiary the Administrator pursuant to, the Agreements and Instruments (any Adviser Document or Administrator Document, except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances Liens that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws Organizational Documents of the Company Adviser or any subsidiary the Administrator, as applicable, or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Adviser or any subsidiary the Administrator or any of their respective assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryoperations.

Absence of Defaults and Conflicts. Neither the Company Trust nor any of its subsidiaries is in violation of its charter or declaration of trust, by-laws or other governing instrument or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Trust or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company Trust or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement or of any Terms Agreement and the consummation of the transactions contemplated herein or in any Terms Agreement and in the Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Trust with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Trust or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company Trust or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Trust or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Trust or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its consolidated subsidiaries is (i) in violation of its charter articles or by-laws certificate of incorporation and bylaws, or equivalent governing documents, as applicable, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its consolidated subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any consolidated subsidiary is subject (collectively, “Agreements and Instruments”) except in the case of clause (ii) for such defaults that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; notwithstanding the foregoing, no event of default has occurred and is continuing under the Company’s or its consolidated subsidiaries’ indentures or notes; neither the Company nor any of its consolidated subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent, decree or judgment, except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the General Disclosure Package (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any consolidated subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter articles or by-laws certificate of incorporation and bylaws, or equivalent governing documents, as applicable, of the Company (as the same are to be amended and effective prior to the Closing Time, as described in the Registration Statement) or any consolidated subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any consolidated subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any consolidated subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement General Disclosure Package and the Prospectus (including the issuance and sale of the Concurrent Securities and the Securities and the use of the proceeds from the their sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the consummation of the Pre-Offering Transactions and the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except such violation of applicable law, statute, rule, regulation, judgment, order, writ or decree that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company Adviser nor any of its subsidiaries the Administrator is in violation of its charter or by-laws Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractAdviser Document or Administrator Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Company Adviser and the Administrator with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company Adviser or any subsidiary the Administrator pursuant to, the Agreements and Instruments (any Adviser Document or Administrator Document, except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances Liens that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws Organizational Documents of the Company Adviser or any subsidiary the Administrator, as applicable, or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Adviser or any subsidiary the Administrator or any of their respective assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryoperations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or charter, by-laws or limited liability company agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have this Agreement has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or charter, by-laws or limited liability company agreement, as the case may be, of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, court having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither None of the Company nor Company, the Operating Partnership or any of its subsidiaries Subsidiary is (A) in violation of its charter or declaration of trust, partnership agreement, charter, by-laws or other governing instrument ("Governing Instruments") or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Company, the Operating Partnership or any of its subsidiaries Subsidiary is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company Company, the Operating Partnership or any subsidiary Subsidiary is subject (collectively, “"Agreements and Instruments”") or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations ("Laws"), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company and the Operating Partnership with its their respective obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any subsidiary Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws Governing Instruments of the Company Company, the Operating Partnership or any subsidiary Subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations Laws except for such violations that would result in not have a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company Company, the Operating Partnership or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter or charter, by-laws or similar incorporation or organizational documents or (ii) in violation or default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries such Subsidiary is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the ). The execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities this Agreement and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) other Transaction Documents, and compliance by the Company and its Subsidiaries with its obligations hereunder and under the Indenture this Agreement and the Securities have been duly authorized by all necessary corporate action and other Transaction Documents, do not and will not, whether with or without the giving of notice or passage of time or both, (w) conflict with or constitute result in a breach of any of the terms and provisions of, or constitute a default or Repayment Event (as defined below) under, or (x) result in the creation or imposition of any lien, charge or encumbrance (other than Permitted Liens) upon any property or assets of the Company or any subsidiary Subsidiary pursuant to, the Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action y) result in any violation of the provisions of the charter or charter, by-laws or similar organizational documents of the Company or any subsidiary Subsidiary, or any violation of (z) result in any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or Company, any subsidiary of its Subsidiaries or any of their respective assets, properties or operations that operations, except in the case of this clause (z) for such conflicts, violations, breaches or defaults which would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness that is material to the operations or financial results of the Company (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryCompany.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association, bye-laws or other constitutive documents. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) except for such defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have this Agreement has been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the charter or bycharter, memorandum, bye-laws or other constitutive documents of the Company or any subsidiary of its subsidiaries, or any violation of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries, or any of their assets, properties or operations that (except where such violations with respect to this Section 1(xiii)(ii) would result not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. (a) Neither the Company nor any of its subsidiaries is in violation of its charter or respective charter, by-laws or similar governing instruments or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; (b)(i) and the execution, delivery and performance of this Agreement, the Indenture and the Securities Deposit Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that have been duly, validly and effectively waived or would not result in a Material Adverse Effect), (ii) nor will such corporate action result in any violation of the provisions of the charter or charter, by-laws or similar governing instruments of the Company or any subsidiary or subsidiary, (iii) nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their respective assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance offering and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”pursuant to this Agreement) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary of its subsidiaries or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries or any of their assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither The Company is not in violation of its Articles of Incorporation, as amended (the “Charter”), or Bylaws (the “Bylaws”); none of the Subsidiaries is in violation of its charter, bylaws or other organizational documents and neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary Subsidiary is subject (collectively, “Agreements and Instruments”) ), or in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), ; nor will such corporate action result in any violation of the provisions of the charter Charter or by-laws Bylaws of the Company or the charter, bylaws or other organizational document of any subsidiary or Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Subsidiary or any of their assets, properties or operations (except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. Neither The Company is not in violation of its certificate of incorporation or by-laws; no Subsidiary is in violation of its certificate or articles of incorporation or by-laws, limited liability agreement or other equivalent organizational documents, as applicable, except for such violations that would not reasonably be expected to result in a Material Adverse Effect; neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is of its subsidiaries are subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or in any violation (except for violations that would not reasonably be expected to have a Material Adverse Effect) of the provisions of the charter or by-laws, limited liability company agreement or other equivalent organizational documents, as applicable, of any subsidiary, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryits subsidiaries.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in --------------------------------- violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “for purposes of this paragraph, "Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture International Purchase Agreement and the Securities Management Agreement and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under this Agreement, the Indenture International Purchase Agreement and the Securities Management Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their its assets, properties or operations that operations, except for such violations, which singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. As used hereinin this Section, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryCompany.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its charter or by-laws or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except except, in the case of clause B, for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such Repayment Events, conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of (A) the provisions of the charter or by-laws of the Company or any subsidiary or any violation of (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except, with respect to this clause B, such violations that would not result in a Material Adverse Effect). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, Agreement and the Indenture and the Securities and the consummation of the transactions contemplated herein herein, in the Indenture and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default default, or, to the Company's knowledge, alleged by any other party to be in default, in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture Agreement and the Securities applicable Terms Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) therein and compliance by the Company with its obligations hereunder and under the Indenture this Agreement and the Securities applicable Terms Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiary is in violation of its charter or charter, by-laws or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreementagreement (including any Credit Facility), note, lease or other agreement or instrument to which the Company or any of its subsidiaries Subsidiary is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary Subsidiary, is subject (collectively, “"Agreements and Instruments”") except for such defaults violations or defaults, singly or in the aggregate, that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and by the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Company) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both: (A) result in any violation of the provisions of the charter, by-laws or organization document of the Company or any Subsidiary, or (B) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such corporate action or result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality instrumentality, self-regulatory organization or other non-governmental regulatory authority (including without limitation, the rules and regulations of the New York Stock Exchange) or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Subsidiary or any of their assets, properties or operations except for such violations that would not result in a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that are described in the General Disclosure Package or the Prospectus or would not reasonably be expected to result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the charter or by-laws of the Company or any subsidiary or any violation of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that operations, except, with respect to clause (ii), any such violation as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default (except as otherwise disclosed in the Registration Statement and Prospectus) or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance by the Company of this Agreement, the Indenture and the Securities Transaction Documents and the consummation by the Company of the transactions contemplated herein and therein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities Transaction Documents have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the charter or byCertificate of Incorporation, By-laws or similar organizational documents of the Company or any subsidiary or any violation of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except for such violations of clause (ii) that would not result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary).

Absence of Defaults and Conflicts. Neither The Trust is not in violation of the trust certificate of the Trust filed with the State of Delaware (the "Trust Certificate") or the Declaration, and neither the Company nor any of its subsidiaries Significant Subsidiaries is in violation of its charter or charter, by-laws or code of regulations; none of the Trust, the Company or any subsidiary of the Company is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them is bound, may be bound or to which any of the property its properties or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”) "), except for such defaults that would under Agreements and Instruments that, in the reasonable judgment of the Company, are not expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreementthe Operative Documents by the Trust or the Company, as the case may be, the Indenture issuance, sale and delivery of the Capital Securities and the Securities and Subordinated Debt Securities, the consummation of the transactions contemplated herein and in by the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Operative Documents, and compliance by the Company Offerors with its obligations hereunder and under the Indenture and terms of the Securities Operative Documents to which they are a party have been duly authorized by all necessary corporate action on the part of the Company and, at the Closing Time, will have been duly authorized by all necessary action on the part of the Trust, and do not and will not, whether with or without the giving of notice or passage of time or both, violate, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property properties or assets of the Trust, the Company or any subsidiary of its Significant Subsidiaries pursuant to, to any of the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such corporate action result in any violation of the provisions of the charter or charter, by-laws or code of regulations of the Company or any subsidiary of its Significant Subsidiaries or the Declaration or the Trust Certificate, or violation by the Company or any violation of its Significant Subsidiaries of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government authority, agency or instrumentality or court, domestic or foreign, having jurisdiction over the Trust or the Company or any subsidiary of its Significant Subsidiaries or any of their assets, respective properties or operations that would result in a Material Adverse Effectassets (collectively, "Governmental Entities"). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust or the Company or any subsidiaryof its Significant Subsidiaries prior to its scheduled maturity.

Absence of Defaults and Conflicts. Neither the Company Corporation nor any of its subsidiaries Subsidiary thereof is in violation of its charter or by-laws Organizational Documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Corporation or any of its subsidiaries Subsidiary thereof is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company Corporation or any subsidiary Subsidiary thereof is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse EffectEffect (either singly or when combined with other breaches of the representations and warranties in this Article III); and the execution, delivery and performance of this Agreement, the Indenture Agreement and the Securities other Transaction Documents to which the Corporation or the Operating Partnership is or will be a party and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) therein and compliance by the Company Corporation and the Operating Partnership with its their respective obligations hereunder and under the Indenture and the Securities thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company Corporation or any subsidiary Subsidiary thereof pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse EffectEffect (either singly or when combined with other breaches of the representations and warranties in this Article III)), nor will such corporate action result in any violation of the provisions of the charter or by-laws Organizational Documents of the Company Corporation or any subsidiary Subsidiary thereof or any violation of any applicable lawLaw, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Corporation or any subsidiary Subsidiary thereof or any of their assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryoperations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or other respective organizational documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or defaults, Repayment Events or Events, liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such corporate action result in any violation of (A) the provisions of the charter or by-laws of the Company or any subsidiary or any violation of (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations operations, except, in the case of clause (B) only, for such violations that would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for any such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter Amended and Restated Certificate of Incorporation or byAmended and Restated By-laws Laws of the Company or the organizational documents of any subsidiary Subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not --------------------------------- in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryCompany.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association, bye-laws or other constitutive documents. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) except for such defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture Agreement and the Securities Deposit Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture this Agreement and the Securities Deposit Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the charter or bycharter, memorandum, bye-laws or other constitutive documents of the Company or any subsidiary of its subsidiaries, or any violation of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries, or any of their assets, properties or operations that (except where such violations with respect to this Section 1(xiii)(ii) would result not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither None of the Company nor Company, the Operating Partnership or any of its subsidiaries Subsidiary is (A) in violation of its charter certificate of incorporation, partnership agreement, charter, by‑laws, declaration of trust or by-laws other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Company, the Operating Partnership or any of its subsidiaries Subsidiary is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company Company, the Operating Partnership or any subsidiary Subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result or (C) in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, with the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Operating Partnership or any subsidiary Subsidiary or any of their assets, properties or operations (“Laws”), except for such defaults or violations of Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined herein) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership, any Subsidiary, or any Property Partnership pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership, any Subsidiary, or any Property Partnership or of any Laws, except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any mortgage, 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 material portion of such indebtedness by the Company Company, the Operating Partnership, any Subsidiary, or any subsidiaryProperty Partnership.

Absence of Defaults and Conflicts. Neither None of the Company nor Company, the Operating Partnership or any of its their respective subsidiaries is in violation of its charter or charter, by-laws laws, certificate of limited partnership, partnership agreement, limited liability agreement or other organizational instrument or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary its properties is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Indenture and the Securities by the Company and the Operating Partnership, as applicable, and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with its their respective obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets properties of the Company Company, the Operating Partnership or any subsidiary of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws any organizational instrument of the Company Company, the Operating Partnership or any subsidiary of their respective subsidiaries or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Company, the Operating Partnership or any of their assets, respective subsidiaries or any of their respective properties or operations and that would result in a Material Adverse Effectis, to the knowledge of the Company or the Operating Partnership, applicable to the Company, the Operating Partnership or any of their respective subsidiaries. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Operating Partnership or any subsidiaryof their respective subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary Subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not not, singly or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary Subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement U.S. Prospectus and the Canadian Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the U.S. Prospectus and the Canadian Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or instrumentality, court, domestic or foreign, or stock exchange having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not (i) in violation of its charter or by-laws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action by the Company and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of or, except as would not reasonably be expected to result in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their its assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryCompany.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not (A) in violation of its charter or by-laws or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not result in have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action by the Company and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in have a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of Company, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their its assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryCompany, but excluding the repayment of outstanding notes held by Paramount Credit Partners, LLC, to the extent disclosed in the Prospectus.

Absence of Defaults and Conflicts. Neither the Company Operating Partnership nor any of its subsidiaries is in violation of its charter or by-laws or organizational documents in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Operating Partnership or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company Operating Partnership or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would could not be reasonably expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement thereby (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company Operating Partnership with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Operating Partnership or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would could not be reasonably expected to result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws organizational documents of the Company Operating Partnership or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Operating Partnership or any subsidiary or any of their assets, properties or operations operations, except for those violations that would could not be reasonably expected to result in a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Operating Partnership or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its charter or by-laws bylaws or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, individually or in the aggregate, would not result in reasonably be expected to have a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws bylaws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that (except for such violations that, individually or in the aggregate, would result in not reasonably be expected to have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a any portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is in violation of its charter or by-laws Organizational Documents (as defined below) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document (as defined below), indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement Statement, the Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Company and the Operating Partnership with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company Company, the Operating Partnership or any subsidiary of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)to any Company Documents, nor will such corporate action result in any violation of the provisions of the charter or by-laws Organizational Documents of the Company Company, the Operating Partnership or any subsidiary of their respective subsidiaries or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries or any of their respective assets, properties or operations that would result in a Material Adverse Effectoperations. As The term “Company Documents” as used herein, a “Repayment Event” herein means any event contracts, indentures, mortgages, deeds of trust, loan or condition credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments or agreements to which gives the holder Company, the Operating Partnership, the Manager or any of their respective subsidiaries is a party or by which the Company, the Operating Partnership, the Manager or any of their respective subsidiaries is bound or to which any of the property or assets of the Company, the Operating Partnership, the Manager or any of their respective subsidiaries is subject. The term “Organizational Documents” as use 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 document 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; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any noteother entity, 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 organizational and governing documents of such indebtedness by the Company or any subsidiaryentity.

Absence of Defaults and Conflicts. Neither the Company nor any each of its subsidiaries Subsidiary is in violation of its charter or by-laws Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any Document of the property or assets of the Company or any subsidiary is subject (collectivelyCompany, “Agreements and Instruments”) except for such defaults that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; . The execution and the execution, delivery of and performance of this Agreement, obligations under the Indenture and Transaction Documents by the Securities Company and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and Transaction Documents do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, event of Termination Event or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company or any subsidiary its Subsidiary pursuant to, the Agreements and Instruments (any Company Documents, except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances Liens that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the charter or by-laws Organizational Documents of the Company or any subsidiary each of its Subsidiary or any violation of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Subsidiary or any of their respective assets, properties or operations that would result in a Material Adverse Effectoperations. As used For purposes herein, “Organizational Documents” 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 document 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; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity; “Repayment Event” means any event or condition which that, either immediately or with notice or passage of time or both, (i) gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person or entity acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarysubsidiary of the Company, or (ii) gives any counterparty (or any person or entity acting on such counterparty’s behalf) under any swap agreement, hedging agreement or similar agreement or instrument to which the Company or any subsidiary of the Company is a party the right to liquidate or accelerate the payment obligations, or designate an early termination date under such agreement or instrument, as the case may be; “Termination Event” means any event or condition that gives any person or entity the right, either immediately or with notice or passage of time or both, to terminate or limit (in whole or in part) any Company Documents or any rights of the Company or any Subsidiary thereunder, including, without limitation, upon the occurrence of a change of control of the Company or other similar events; “Company Documents” means (i) all Subject Instruments and (ii) all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company or any Subsidiary is a party or by which the Company or its Subsidiary is bound or to which any of the property or assets of the Company or any Subsidiary is subject that, solely in the case of this clause (ii), are material with respect to the Company and any Subsidiary taken as a whole; “Subject Instruments” means the Existing Credit Agreement and the Existing Warrants; provided, that if any instrument, agreement or other document filed or incorporated by reference as an exhibit to the Registration Statement as aforesaid has been redacted or if any portion thereof has been deleted or is otherwise not included as part of such exhibit (whether pursuant to a request for confidential treatment or otherwise), the term “Subject Instruments” shall nonetheless mean such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof that shall have been so redacted, deleted or otherwise not filed; “Existing Credit Agreement” means any existing credit agreement, as amended, supplemented or restated, if applicable, and in each case including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into by the Company or any of its Subsidiaries in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable; and “Existing Warrants” means any warrants to purchase Common Shares outstanding on the date of this Agreement.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. (i) Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations and defaults that as would not result in have a Material Adverse Effect; and (ii)(A) the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement or of any applicable Terms Agreement and the consummation of the transactions contemplated herein or in any applicable Terms Agreement and in the Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary Subsidiary pursuant to, the Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), B) nor will such corporate action result in any violation of the provisions of the charter or by-laws by‑laws of the Company or any subsidiary or Subsidiary, and (C) nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Subsidiary or any of their assets, properties or operations that (each, a “Governmental Entity”), except in the case of clauses (ii)(A) and (ii)(C), such violation or default as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. Neither The Company is not in violation of its Articles of Incorporation, as amended (the “Charter”), or By-laws (the “By-laws”); none of the Subsidiaries is in violation of its charter, by-laws or other similar organizational documents and neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary Subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations or defaults that would not not, singly or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and therein, and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), ; nor will such corporate action result in any violation of the provisions of the charter Charter or byBy-laws of the Company or the charter, by-laws or other similar organizational document of any subsidiary or Subsidiary; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Subsidiary or any of their assets, properties or operations (except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Significant Subsidiary is (i) in violation of its charter or by-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them is may be bound, or to which any of the its property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) or (iii) except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject except in the case of (ii) and (iii) for such defaults or violations that would could not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Senior Notes, and the consummation of the transactions contemplated herein and in the Registration Statement Statement, the Prospectus and the Time of Sale Information (including the issuance and sale of the Securities Senior Notes and the use of the proceeds from the sale of the Securities Senior Notes as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities Senior Notes have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary Significant Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any subsidiary Significant Subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Significant Subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.Significant Subsidiary, other than such events or conditions that are contemplated by the terms of this Agreement and the Indenture

Absence of Defaults and Conflicts. Neither None of the Company nor Company, the Partnership or any of its subsidiaries Subsidiary is in violation of its charter or by-laws laws, partnership agreement or other formation document, as applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them is may be bound, or to which any of the its property or assets of the Company or any subsidiary is subject (collectively, “for purposes of this paragraph "Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities Partnership with their respective obligations under this Agreement have been duly authorized by all necessary corporate action or partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Partnership or any subsidiary Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary the partnership agreement of the Partnership or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, foreign having jurisdiction over the Company or any subsidiary the Partnership or any of their respective assets, properties or operations that would result in a Material Adverse Effectoperations. As used hereinin this Agreement, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarythe Partnership.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture Agreement and the Securities U.S. Purchase Agreement and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities U.S. Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary Subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor ----------------------------------------- any of its subsidiaries is in violation of its charter or by-laws bylaws or in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or their properties may be bound or to which any of the property or assets of the Company or any subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) except for such defaults that would not in which the violation or default might result in a Material Adverse Effectmaterial adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do will not and will not, with the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant toto any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Agreements and Instruments (except for such conflictsCompany or any of its subsidiaries is a party or by which it or any of them may be bound, breaches, defaults or Repayment Events to which any of the property or liens, charges assets of the Company or encumbrances that would not result in a Material Adverse Effect)any of its subsidiaries is subject, nor will such corporate action result in any violation of the provisions of the charter or by-laws bylaws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ administrative regulation or decree of any government, government instrumentality administrative or court, domestic court order or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarydecree.

Absence of Defaults and Conflicts. Neither the Company Company, the Operating Partnership nor any of its their subsidiaries is in violation of its charter or by-laws or organizational documents in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company it or any of its subsidiaries them is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company Company, the Operating Partnership or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not could not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture Agreement and the Securities Shares and the consummation of the transactions contemplated herein and in the Registration Statement thereby (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with its their obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and Shares do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company Company, the Operating Partnership or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not could not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws organizational documents of the Company Company, the Operating Partnership or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Operating Partnership or any subsidiary or any of their assets, properties or operations operations, except for those violations that would could not, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Company, the Operating Partnership or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) ), except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the General Disclosure Package and the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of and its subsidiaries is Subsidiaries are not in violation of its charter their respective articles of incorporation, certificate of formation, bylaws, operating agreement or by-laws other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, agreement, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them is bound, or to which any either of the property or assets of the Company or any subsidiary a Subsidiary is subject (collectively, the “Agreements and Instruments”) ), except for such defaults that would where the violation could not result in reasonably be expected to have a Material Adverse Effect; and the execution, execution and delivery of and performance of under this Agreement, the Indenture Transaction Documents and the Securities any other Agreements and Instruments, and the consummation of the transactions contemplated herein and in the Registration Statement or therein (including without limitation the issuance and sale of the Securities Preferred Shares, the Investor Warrants and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Common Shares) and compliance by the Company and its Subsidiaries with its their respective obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and thereunder, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, of or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company or any subsidiary Subsidiary pursuant to, the to such Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such corporate action actions result in any violation of the or require any notice, consent or waiver or trigger any change of control provisions of the charter articles of incorporation or by-laws formation, bylaws, operating agreement or other organizational documents of the Company or any subsidiary Subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality court or court, domestic or foreign, Governmental Authority having jurisdiction over the Company or Company, any subsidiary Subsidiary or any of their assets, properties respective assets or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryproperties.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association or bye-laws. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the charter or by-laws of the Company or any subsidiary or any violation of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that (except where such violations with respect to this Section 1(xii)(ii) would result not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries --------------------------------- Jiffy Lube is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant material contract or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Jiffy Lube is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary Jiffy Lube is subject (collectively, “"Agreements and Instruments”) "), except for such defaults that as would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Indenture Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Securities Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities Notes and the use of the proceeds from the sale of the Securities Notes as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any subsidiary Jiffy Lube pursuant to, the Agreements any agreements and Instruments (instruments, except for such conflicts, breaches, defaults or Repayment Events defaults, events or liens, charges or encumbrances that that, singly or in the aggregate, would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any existing applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Jiffy Lube or any of their assetsassets or properties, properties or operations that which violation would result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or Jiffy Lube. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryJiffy Lube.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is its subsidiaries may be bound, or to which any of the property or assets of the Company or any subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities U.S. Prospectus and the use of the proceeds from the sale of the Securities as described in the Canadian Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breachesbreaches or defaults, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in (i) any violation of or conflict with the provisions of the charter or by-laws of the Company or any subsidiary or (ii) any violation or conflict with the provisions of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that operations, except in the case of (ii), such violations or conflict as would not individually or in the aggregate result in a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter respective certificate or articles of incorporation or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”) "), except for such defaults that would as have not result resulted, and are not reasonably be expected to result, in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Securities, and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under Disclosure Package and the caption “Use of Proceeds”Prospectus) and compliance by the Company with its obligations hereunder and under the Indenture and under the Securities terms of the Securities, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter certificate or articles of incorporation or by-laws of the Company or any subsidiary of its subsidiaries or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which that gives the holder of any note, 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 or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Significant Subsidiary is (i) in violation of its charter or by-laws or similar organizational documents, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them is may be bound, or to which any of the its property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) or (iii) except as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject except in the case of (ii) and (iii) for such defaults or violations that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Senior Notes, and the consummation of the transactions contemplated herein and in the Registration Statement Statement, the Prospectus and the Time of Sale Information (including the issuance and sale of the Securities Senior Notes and the use of the proceeds from the sale of the Securities Senior Notes as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities Senior Notes have been duly authorized by all necessary corporate action and do not and will not, with the giving of notice or passage of time or both, not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary Significant Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any subsidiary Significant Subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Significant Subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySignificant Subsidiary, other than such events or conditions that are contemplated by the terms of this Agreement and the Indenture.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws organizational instrument of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations and that would result in a Material Adverse Effectis, to the knowledge of the Company, applicable to the Company or any of its subsidiaries. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") or the transactions described in the Prospectus as occurring substantially contemporaneously with the issuance and sale of the Securities and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.or

Absence of Defaults and Conflicts. Neither Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or by-laws esatutos socias (“Charter”) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary of its Subsidiaries is subject (collectively, “Agreements and Instruments”) except for such violations or defaults that singly or in the aggregate would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Brazilian Underwriting Agreement and the consummation of the transactions contemplated herein in this Agreement, the Brazilian Underwriting Agreement and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture this Agreement and the Securities Brazilian Underwriting Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its Subsidiaries pursuant to, to the Agreements and Instruments (except for such conflicts, breachesbreaches or defaults, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws Charter of the Company or any subsidiary of its Subsidiaries or any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its Subsidiaries or any of their assets, properties or operations that (except for such violations as would result in not have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its Subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse EffectEffect or (B) in violation of any treaty, law, rule, regulation, judgment, order writ or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association or bye-laws. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the charter or bybye-laws of the Company or any subsidiary or any violation of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that (except where such violations with respect to this Section 1(xiii)(ii) would result not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or charter, by-laws or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary of the Company is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with violate or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their assets, properties or operations (except for such violations that would not result in a Material Adverse Effect), or of the provisions of the charter, by-laws or other organizational documents of the Company or any subsidiary of the Company. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarysubsidiary of the Company.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Significant Subsidiary is in violation of its charter or by-laws bylaws, or similar organizational documents, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them is bound, may be bound or to which any of the property or assets of the Company or any subsidiary is subject (collectivelyits properties may be subject, “Agreements and Instruments”) except for such defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect; and the . The execution, delivery and performance of this AgreementAgreement and the Indenture by the Company, the Indenture issuance and delivery of the Securities and Securities, the consummation by the Company of the transactions contemplated herein in this Agreement, in the Prospectus and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture terms of this Agreement and the Securities Indenture, have been duly authorized by all necessary corporate action on the part of the Company and do not and will not result in any violation of the charter or bylaws of the Company, and except as would not, with individually or in the giving aggregate, have a Material Adverse Effect, do not and will not conflict with, or result in a breach of notice any of the terms or passage of time or bothprovisions of, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under (A) any contract, indenture, mortgage, loan agreement, note, lease or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults other agreement or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of instrument to which the Company is a party or by which it may be bound or to which any subsidiary of its properties may be subject or (B) any violation of any existing applicable law, statute, rule, regulation, judgment, order, writ order or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company’s or any of their assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holderSignificant Subsidiary’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryrespective properties.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the consummation of the Pre-Offering Transactions and the Company Repurchase and the issuance and sale of the Securities and the use of the proceeds by the Company from the sale of the Securities by the Company as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflictsInstruments, breaches, defaults or Repayment Events or liens, charges or encumbrances that would and will not result in a Material Adverse Effect)the payment of any fee or an obligation to pay any fee to any other broker, dealer or other similar institution other than the Underwriters, nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary of its subsidiaries or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries (except that the sale of Shares by the Company to the Underwriters shall not constitute a "Repayment Event" with respect to (i) the 12.5% subordinated notes due 2003, all of which are required to be repaid and will be repaid with the proceeds received by the Company at the Closing Time, and (ii) the Company's Series C Preferred Stock, which will either be repurchased with the proceeds received by the Company at the Closing Time or exchanged into Common Stock prior to or at the Closing Time).

Absence of Defaults and Conflicts. Neither None of the Company Combining Companies nor any of its their respective subsidiaries is (1) in violation of its charter or charter, by-laws or other organizational instrument or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the any Combining Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the any Combining Company or any subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”") except for such defaults that that, individually or in the aggregate, would not result in a Material Adverse Effect or (2) in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or assets or to the conduct of its business, except for such violations or failures that, individually or in the aggregate, would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture International Purchase Agreement and the Securities Combination Transaction Agreements and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and the Combination Transaction Agreements and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the each Combining Company with its obligations hereunder and under this Agreement, the Indenture International Purchase Agreement and the Securities Combination Transaction Agreements have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the any Combining Company or any subsidiary of its subsidiaries pursuant to, to the Agreements and Instruments (except for such conflicts, breaches, defaults or defaults, Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of (A) the provisions of the charter or charter, by-laws or other organizational instrument of the any Combining Company or any subsidiary of its subsidiaries or any violation of (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the any Combining Company or any subsidiary of its subsidiaries or any of their assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.,

Absence of Defaults and Conflicts. (a) Neither the Company nor any of its subsidiaries the Subsidiary is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries the Subsidiary is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary the Subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations and defaults that as would not result in have a Material Adverse Effect; (b)(i) and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary the Subsidiary pursuant to, the Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), ii) nor will such corporate action result in any violation of the provisions of the charter or by-laws by‑laws of the Company or any subsidiary or the Subsidiary, (iii) nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary the Subsidiary or any of their assets, properties or operations operations; except, with respect to each of clauses (b)(i)-(iii), for those or under those circumstances that would result in not reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. Neither the Company Company, nor any of its subsidiaries subsidiaries, is in violation of its charter or by-laws breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would constitute a breach of, or default by the Company or any of its subsidiaries under), (A) any provision of the charter or bylaws (or similar organizational documents) of the Company or any of its subsidiaries or (B) except as could not reasonably be expected to individually or in the performance or observance aggregate have a Material Adverse Effect, the terms of any obligationindenture, agreement, covenant or condition contained in any contract, indenturelease, mortgage, deed of trust, loan or credit note agreement, note, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, bound or to which its or their property is subject, or under any of the property federal, state, local or assets of foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effectof its subsidiaries or any of its or their property; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein hereby and all actions of the Company contemplated in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”,” and the issuance of the shares of Underlying Common Stock issuable upon conversion of the Securities) and compliance by the Company with its obligations hereunder execution, delivery and under performance of this Agreement and the Indenture and the Securities have been duly authorized by all necessary corporate action and do will not and will notconflict with, with the giving or result in any breach of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) underunder (nor constitute any event which with notice, lapse of time or result in the creation both would constitute a breach of, default by or imposition of any lien, charge or encumbrance upon any property or assets Repayment Event of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effectof its subsidiaries under), nor will such corporate action result in (X) any violation of the provisions provision of the charter or by-laws bylaws of the Company or any subsidiary of its subsidiaries, or any violation (Y) without prejudice to the foregoing, and except as could not reasonably be expected to individually or in the aggregate have a Material Adverse Effect, the terms of any applicable lawindenture, statutecontract, rulelease, regulationmortgage, judgmentdeed of trust, ordernote agreement, writ loan agreement or decree of any governmentother agreement, government instrumentality obligation, condition, covenant or court, domestic or foreign, having jurisdiction over instrument to which the Company or any subsidiary of its subsidiaries is a party or any of bound or to which its or their assets, properties or operations that would result in a Material Adverse Effectproperty is subject. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, franchise agreement, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”", the reorganization as described in the Prospectus (the "Reorganization"), entering into the Bank Credit Agreement and consummating the Acquisitions) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries subsidiaries, nor, to the knowledge of the Company, North Star, is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license or other agreement or instrument to which the Company or any of its subsidiaries or North Star, as the case may be, is a party or by which it or any of them is its subsidiaries or North Star, as the case may be, may be bound, or to which any of the property or assets of the Company or any subsidiary of its subsidiaries or North Star, as the case may be, is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Indenture Asset Purchase Agreements and the Securities Gerdau S.A. Subscription Agreement, and the consummation of the transactions xxx xxxxxxctions contemplated herein and therein and in the Registration Statement U.S. Prospectus and the Canadian Prospectus (including the issuance authorization, issuance, sale and sale delivery of the Securities and the use of the proceeds from the sale of the Securities as described in the U.S. Prospectus and the Canadian Prospectus under the caption “"Use of Proceeds”) "), and compliance by the Company with its obligations hereunder and under the Indenture and the Securities thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breachesbreaches or defaults, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action actions result in any violation of or conflict with the provisions of the charter articles or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or instrumentality, court, domestic or foreign, or stock exchange having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or byBy-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”) "), except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture Agreement and the Securities International Purchase Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or defaults, liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of (i) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (excluding the state and foreign securities laws or the rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD")), except for violations that would result in not have a Material Adverse EffectEffect or (ii) the charter or By-laws of the Company or any subsidiary. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture Agreement and the Securities Security Documents and the consummation of the transactions contemplated herein in this Agreement, the Security Documents and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture this Agreement and the Securities Security Documents have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for (i) the lien of the Mortgage securing the First Mortgage Bonds and the lien of the Indenture securing the Securities and (ii) such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that where such violation, in the case of the application of the proceeds of the sale of the Securities, would result in have a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter or by-laws Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed except (solely in the case of trust, loan or credit agreement, note, lease or Company Documents other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and than Subject Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the Pre-Closing Transactions, the issuance and sale of the Securities to be sold by the Company and the use of the proceeds from the sale of the Securities as described in to be sold by the Prospectus under the caption “Use of Proceeds”Selling Shareholders) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Company or any subsidiary pursuant to, any Company Documents or Shareholder Documents, except (solely in the Agreements case of Company Documents other than Subject Instruments, Shareholder Documents and Instruments (except Leases) for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect, nor does or will any such action require the consent or approval of any landlord, lessor, or other owner of any real property, stores, buildings or other improvements occupied or used under lease or sublease by the Company (except for such consents and approvals as have been obtained and as are in full force and effect), nor does or will any such corporate action result in any violation of the provisions of the charter or by-laws Organizational Documents of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their its assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryoperations.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries or consolidated entities is in violation of its charter or by-laws or other constituent or organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries and consolidated entities is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary of its subsidiaries and consolidated entities is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, each of the Indenture and the Securities Principal Agreements and the consummation of the transactions contemplated herein and in each of the Principal Agreements, the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under each of the Indenture and the Securities Principal Agreements have been duly authorized by all necessary corporate action and received all necessary approvals from any governmental or regulatory body and the necessary sanction or consent of its shareholders and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries or consolidated entities pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws or other constituent or organizational documents or business license or other organizational document of the Company or any subsidiary of its subsidiaries and consolidated entities or any violation of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries and consolidated entities or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “Repayment Event” means any event or condition which that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. (a) Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; (b)(i) and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “"The Offering--Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), (ii) nor will such corporate action result in 746857.05-New York Server 4A - MSW any violation of the provisions of the charter or by-laws by‑laws of the Company or any subsidiary or subsidiary, (iii) nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither Except as disclosed in the Offering Memorandum, neither the Company nor any of its subsidiaries is in violation of its charter or charter, by-laws or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which it or any of them is bound, may be bound or to which any of the property or assets of the Company or any subsidiary is of its subsidiaries may be subject (collectively, “"Agreements and Instruments”) "), except in each such case for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture Indenture, the Registration Rights Agreement and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Registration Statement Offering Memorandum (including including, without limitation, the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Offering Memorandum under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that that, singularly or in the aggregate, would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary of its Significant Subsidiaries or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of such subsidiaries or any of their assets, properties assets or operations that would result in a Material Adverse Effectproperties. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. (a) Neither the Company nor any of its subsidiaries is in violation of its charter or respective charter, by-laws or similar governing instruments or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; (b)(i) and the execution, delivery and performance of this Agreement, the Indenture and the Securities Deposit Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that have been duly, validly and effective waived or would not result in a Material Adverse Effect), (ii) nor will such corporate action result in any violation of the provisions of the charter or charter, by-laws or similar governing instruments of the Company or any subsidiary or subsidiary, (iii) nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their respective assets, properties or operations (except for such violations that would not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Subsidiaries is in violation of its respective charter or by-laws bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries the Subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary Subsidiary is subject (collectively, “the "Agreements and Instruments”") except for such defaults or violations that would not not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, give rise to any right of termination under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary Subsidiary pursuant to, any of the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, individually or in the aggregate, result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws bylaws of the Company or any subsidiary Subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association, bye-laws or other constitutive documents. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) except for such defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Notes and the use of the proceeds from the sale of the Securities Notes as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the charter or bycharter, memorandum, bye-laws or other constitutive documents of the Company or any subsidiary of its subsidiaries or any violation of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries or any of their assets, properties or operations that (except where such violations with respect to this Section 1(xv)(ii) would result not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.Material

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary of its subsidiaries is subject (collectively, “Agreements and Instruments”) except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and Securities, the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) ), and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or or, except as set forth in the Company’s Credit Agreement dated September 16, 2009, a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of (A) the charter or by-laws of the Company or any of its subsidiaries (except for such conflicts, breaches, defaults or Repayment Events defaults, events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter ) or by-laws of the Company or any subsidiary or any violation of (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries or any of their assets, properties or operations that operations, except for any such violations with respect to this clause (B) as would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture Agreement and the Securities International Purchase Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities International Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of the provisions of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, may be bound or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “the "Company Agreements and Instruments”) "), except for such defaults that would not result in a Company Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, each Funding Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Indenture and Company in connection with the Securities and transactions contemplated by the applicable Time of Sale Prospectus (collectively, the "Company Program Documents"), the consummation of the transactions contemplated herein and in by the Registration Statement applicable Time of Sale Prospectus (including the issuance and sale of a series of Notes by the Securities applicable Trust and the use of the proceeds from the sale of the Securities therefrom as described in the Prospectus under the caption “Use applicable Time of Proceeds”Sale Prospectus) and the compliance by the Company with its obligations hereunder and under the Indenture and the Securities thereunder have been duly authorized by all necessary corporate action and do not and will notconflict with, with the giving of notice or passage of time or both, conflict with or constitute a breach ofbreach, violation, default, event or default condition that gives the holder of any note, debenture or Repayment Event other evidence of indebtedness (as defined belowor 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any subsidiary pursuant to, the any Company Agreements and Instruments (except for Instruments, except, in each case, to the extent such conflictsconflict, breachesbreach, defaults violation, default, event, condition, lien, charge or Repayment Events or liens, charges or encumbrances that encumbrance would not result in a Company Material Adverse Effect), nor will such corporate action actions result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any or, except to the extent such violation of would not result in a Company Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their its assets, properties or operations operations; provided, however, that would result each such law, statute, rule, regulation, judgment, order, writ or decree is in a Material Adverse Effect. As used writing; provided, further, that the Company does not make any representations, warranties or covenants with respect to any applicable insurance laws, regulations, rulings, policies and guidelines addressed in the memorandum of Company Counsel (as defined herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness received by the Agents pursuant to Section 7(b)(vii) hereof and/or the opinion of Company or any subsidiaryCounsel received by the Agents pursuant to Section 7(b)(viii) hereof.

Absence of Defaults and Conflicts. The Company is not in violation of its memorandum of association or bye-laws. None of the Company’s subsidiaries is in violation of its organizational documents, except for such violations that would not, singly or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement Statement, the General Disclo- sure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such corporate action result in any violation of (i) the provisions of the charter or bybye-laws of the Company or any subsidiary or any violation of (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that (except where such violations with respect to this Section 1(xiii)(ii) would result not, singly or in the aggregate, have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its certificate of organization or operating agreement or charter or by-laws laws, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the certificate of organization or operating agreement or the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. (a) Neither the Company nor any of its subsidiaries the Subsidiary is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries the Subsidiary is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary the Subsidiary is subject (collectively, “Agreements and Instruments”) except for such violations and defaults that as would not result in have a Material Adverse Effect; (b)(i) and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary the Subsidiary pursuant to, the Agreements and Instruments Instruments, (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), ii) nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or the Subsidiary, (iii) nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary the Subsidiary or any of their assets, properties or operations operations; except, with respect to each of clauses (b)(i)-(iii), for those or under those circumstances that would result in not reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any ---- --------------------------------- of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property assets, properties or assets operations of the Company or any subsidiary of its subsidiaries is subject (collectively, “"Agreements and Instruments”) "), except for such defaults that would not result in a Material Adverse Effect; and the . The execution, delivery and performance of this Underwriting Agreement, the Indenture applicable Terms Agreement and each applicable Indenture, Warrant Agreement and Deposit Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Registration Statement and the Securities Prospectus and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Prospectus under the caption “"Use of Proceeds”" as well as the issuance of any Underlying Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any property assets, properties or assets operations of the Company or any subsidiary of its Subsidiaries pursuant to, the any Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect)Instruments, nor (iii) will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary of its subsidiaries or (iv) result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary of its subsidiaries or any of their assets, properties or operations that except in the case of clauses (i), (ii) or (iv) for such conflicts, creations, impositions or violations as would not result in a Material Adverse EffectEffect or will be prior to the issuance of any Underlying Securities. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryof its subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries subsidiary is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries subsidiary is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any its subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture Agreement and the Securities International Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture this Agreement and the Securities International Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any its subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any its subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any its subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any its subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws laws, limited liability company agreement, partnership agreement or other organizational documents, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws limited liability company agreement, partnership agreement or other organizational documents of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any --------------------------------- of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result operations, nor will such action cause the preferred share purchase rights issued pursuant to the Rights Agreement, dated as of March 3, 2000, between the Company and First Chicago Trust Company of New York, as Rights Agent, (the "Rights Agreement") to become exercisable or cause any Underwriter to become an Acquiring Person (as defined in a Material Adverse Effectthe Rights Agreement). As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the corporate reorganization and Merger of the Company with Allegiant Travel Company, LLC, the issuance and sale of the Securities securities and the use of the proceeds from the sale of the Securities securities as described in the Prospectus Registration Statement under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws bylaws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any --------------------------------- of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, Agreement and the Indenture and the Securities and the consummation of the transactions contemplated herein herein, in the Indenture and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Securities) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties assets or operations that would result in a Material Adverse Effectproperties. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiary is in violation of its charter or charter, by-laws or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreementagreement (including any Credit Facility), note, lease or other agreement or instrument to which the Company or any of its subsidiaries Subsidiary is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary Subsidiary, is subject (collectively, “Agreements and Instruments”) except for such defaults violations or defaults, singly or in the aggregate, that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and by the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”Company) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both: (A) result in any violation of the provisions of the charter, by-laws or organization document of the Company or any Subsidiary, or (B) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Material Adverse Effect), nor will such corporate action or result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality instrumentality, self-regulatory organization or other non-governmental regulatory authority (including without limitation, the rules and regulations of the NASDAQ) or court, domestic or foreign, having jurisdiction over the Company or any subsidiary Subsidiary or any of their assets, properties or operations except for such violations that would not result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarySubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company or any subsidiary is subject (collectively, “"Agreements and Instruments”) "), except for (a) with respect to the Company's subsidiaries other than the Subsidiaries, such violations that would not result in a Material Adverse Effect, and (b) such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this AgreementAgreement and the International Purchase Agreement by the Company or Mettler, the Indenture consummation by the Company or Mettler of the transactions contemplated in this Agreement and the Securities International Purchase Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) Securities), and compliance by the Company and Mettler with its their obligations hereunder and under the Indenture this Agreement and the Securities International Purchase Agreement have been duly authorized by all necessary corporate action by the Company or Mettler, as the case may be, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for (A) such conflicts, breaches, breaches or defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse EffectEffect or (B) such liens, charges, or encumbrances as are created in connection with the execution, delivery and performance of the Credit Agreement or the Other Secured Agreements), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.any

Absence of Defaults and Conflicts. Neither None of the Company nor Company, the Operating Partnership or any of its subsidiaries Subsidiary is (A) in violation of its charter or certificate of incorporation, partnership agreement, charter, by-laws laws, declaration of trust or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Company, the Operating Partnership or any of its subsidiaries Subsidiary is a party or by which it or any of them is may be bound, or to which any of the property or assets of the Company Company, the Operating Partnership or any subsidiary Subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result or (C) in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, with the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company Company, the Operating Partnership or any subsidiary Subsidiary or any of their assets, properties or operations (“Laws”), except for such defaults or violations of Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined herein) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership, any Subsidiary, or any Property Partnership pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership, any Subsidiary, or any Property Partnership or of any Laws, except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any mortgage, 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 material portion of such indebtedness by the Company Company, the Operating Partnership, any Subsidiary, or any subsidiaryProperty Partnership.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in (A) violation of its charter organizational documents, or by-laws (B) default (whether with or in default without the giving of notice or passage of time or both) in the performance or observance of any obligation, agreement, covenant or condition contained in any contractlease, indenture, mortgage, deed of trust, loan or credit agreement, noteoperating agreement, lease property management agreement, franchise agreement or other agreement or instrument to which the Company or any of its subsidiaries it is a party or by which it or any of them is its properties may be bound, except in the case of clause (B) to the extent that such default would not, individually or in the aggregate, reasonably be expected to which any of the property or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”) except for such defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and in the Registration Statement (including the . The issuance and sale of the Forward Securities and the Company Securities by the Company, the sale by or on behalf of the Forward Counterparty of the Forward Counterparty Securities and the compliance by the Company and the Operating Partnership with all of the provisions of this Agreement and the Forward Purchase Contract and all other transactions contemplated herein or in the Forward Purchase Contract by the Company or the Operating Partnership (including the settlement by the Company of the Forward Purchase Contract and the use of the proceeds to the Company from the sale of the Forward Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not: (A) conflict with, with the giving of notice or passage of time or both, conflict with or constitute a result in any breach of, or constitute a default or Repayment Event under nor constitute any event which (as defined below) underwith notice, lapse of time, or both) would constitute a breach of or default under (i) any provisions of the charter or bylaws or other organizational documents of the Company or any Subsidiary, (ii) any provision of any license, lease, indenture, mortgage, deed of trust, loan, credit, operating agreement, property management agreement or other agreement or instrument to which any of the Company or any Subsidiary is a party or by which any of them or their respective properties or assets may be bound or affected, (iii) any law or regulation binding upon or applicable to the Company or any Subsidiary or any of their respective properties or assets or (iv) any decree, judgment or order applicable to the Company or any Subsidiary; or (B) result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any property or assets of the Company or any subsidiary pursuant toSubsidiary, the Agreements except in each case described in clauses (A)(ii) through (iv) and Instruments (except B) of this sentence for such conflicts, breaches, defaults and violations as would not, individually or Repayment Events or liensin the aggregate, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such corporate action result and in any violation the case described in clause (B) of this sentence for liens, charges, claims and encumbrances in connection with certain indebtedness described in the provisions of the charter or by-laws of the Company or any subsidiary or any violation of any applicable lawfinancial statements referred to in Section 1, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary or any of their assets, properties or operations that would result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness paragraph (or any person acting on such holder’s behalfa)(vii) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryhereto.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Subsidiary is in violation of its charter or by-laws laws. Neither the Company nor the Subsidiary is in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject or is (nor will either of them, with notice of any current or past condition or event or passage of time thereafter, be) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries the Subsidiary is a party or by which it or any of them is they may be bound, or to which any of the property or assets of the Company or any subsidiary the Subsidiary is subject (collectively, “"Agreements and Instruments”") except for such defaults that would not result in a Material Adverse EffectEffect or affect the validity of the Securities; and the execution, delivery and performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary the Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse EffectEffect or affect the validity of the Securities), nor will such corporate action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary the Subsidiary or any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any subsidiary the Subsidiary or any of their its assets, properties or operations that would result in a Material Adverse Effectoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarythe Subsidiary.