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 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 any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement 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 of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or properties. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter articles, charter, by laws or bylaws similar 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 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Final Prospectus Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the articles, charter, bylaws or the memorandum and articles of associationby-laws, as applicable, or other organizational documents of the Company or any of its subsidiaries subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree decree, known to the Company of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Disclosure Package and the Prospectus Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets, properties or operations. Neither the Company nor any of its subsidiaries is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or propertieshas failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter charter, partnership agreement, operating agreement or bylaws by-laws, as applicable, of the Company and its subsidiaries 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The execution; and the issue and sale of the Securities, and the authorization, execution and delivery and performance of this Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued Agreement by the Company in connection with the transactions contemplated hereby or thereby or by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (including the issuance and sale of the Securities hereby and the use application of the proceeds from the sale of the Securities as described in the Prospectus Supplement under the caption “Use of Proceeds”” in the Registration Statement, Prospectus and General Disclosure Package (i) 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, whether with or without the giving of notice or passage of time or both, conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or a Repayment Event (as defined below) under, any indenture, mortgage, deed of trust, loan agreement, lease or result in other instrument to which the creation Company or imposition any of its subsidiaries is a party or by which the Company or any lien, charge of its subsidiaries is bound or encumbrance upon to which any of the property or assets of the Company or any of its subsidiaries pursuant tois subject, the Agreements and Instruments except for such conflicts, breaches breaches, violations or defaults or liens, charges or encumbrances thatas would not, individually or in the aggregate, would not result in have a Material Adverse Effect, nor or except as set forth or contemplated in the Registration Statement, Prospectus or General Disclosure Package, (ii) will such action not result in any violation of the provisions of the charter, bylaws partnership agreement, operating agreement or the memorandum and articles of associationby-laws, as applicable, or other organizational documents of the Company or any of its subsidiaries and (iii) will not violate any statute or any applicable law, statute, rule, regulation, judgment, order, writ rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Company or any of its subsidiaries or any of their assets properties or propertiesassets; and no consent, approval, authorization or order of, or filing, registration or qualification with any such court or governmental agency or body is required for the sale of the Securities by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for the registration of the Securities under the 1933 Act and such consents, approvals, authorizations, registrations or qualifications (x) as may be required under the 1934 Act and applicable state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters and (y) as have been obtained or will be obtained prior to the Closing Time, as hereinafter defined. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter declaration of trust, charter, bylaws or bylaws other comparable governing 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 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 may be bound, or to which any of the property assets, properties or assets operations of the Company or any of its subsidiaries is subject (collectively, the “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, Underwriting Agreement and the Indenture, the Securities Indenture 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 by in the Registration Statement and the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus Supplement (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 Supplement 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 trust 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 assets, properties or assets operations of the Company or any of its subsidiaries pursuant to, the any Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the charter, charter or bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither The Company is not in violation of its Certificate of Incorporation, as amended (the “Charter”), or Bylaws, as amended (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 bylaws or (A) 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “Agreements and Instruments”), except or (B) 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, in the case of clauses (A) and (B), for such violations or defaults that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued Agreement by the Company in connection with the transactions contemplated hereby or thereby or by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement Registration Statement by the Company (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 Supplement 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults breaches, defaults, or liens, charges or encumbrances thatthat would not, individually singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, ); nor will such action result in any violation of the provisions of the Charter or Bylaws of the Company or the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents document of the Company or any Subsidiary; nor will such action result in any violation of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations (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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter or bylaws 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 it is a party or by which any of them it may be bound, or to which any of the its property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, Mortgage 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture Mortgage 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 lienlien (other than lien of the Mortgage), charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries assets, properties or any of their assets or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Subsidiaries is in violation of its charter or bylaws 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 Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter or bylaws 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 any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement Registration Statement (including the issuance and sale of the Securities, the sale of the Insider Securities in the Private Placement, and the use of the proceeds from the sale of the Securities and the sale of the Insider Securities as described in the Prospectus Supplement under the caption “Use of Proceeds”) ), and compliance by the Company with its obligations hereunder and with its obligations under the Indenture and the Securities Subscription 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 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 of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries assets, properties or any of their assets or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany.

Absence of Defaults and Conflicts. Neither the Company nor any of --------------------------------- its subsidiaries Subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Supplement 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 Supplement 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 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 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such violations, conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries Subsidiary or any applicable law, statutestatute binding upon, or, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations, except for such 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 (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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither None of the Company nor any of or its subsidiaries Significant Subsidiaries is (i) in violation of its charter Organizational Documents, (ii) in default, and no event has occurred which, with notice or bylaws lapse of time or in default both, would constitute such a default, in the due performance or observance of any term, obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, notelease or other agreement or instrument to which it is a party or by which it is bound or which any of its properties or assets may be subject or (iii) in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject, except, with respect to (ii) or (iii), for any such violations or defaults that would not be reasonably likely, singly or in the aggregate, to have a Material Adverse Effect. The execution and delivery of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in the General Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any Lien, charge or encumbrance upon any property or assets of the Company and its Significant Subsidiaries under, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of its subsidiaries Significant Subsidiaries is a party or by which the Company or any of them may be bound, its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries Significant Subsidiaries is subject subject; (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement under the caption “Use of Proceeds”ii) 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 of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents Organizational Documents of the Company or any of its subsidiaries Significant Subsidiaries; or (iii) result in any violation of any statute or any applicable law, statute, rule, regulation, judgment, order, writ decree, rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Company or any of its subsidiaries Significant Subsidiaries, or any of their assets respective properties or properties. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indentureassets, except such consentswith respect to clauses (i) and (iii), approvalsconflicts, authorizationsbreaches, ordersviolations or defaults that would not, licensesindividually or in the aggregate, registrations or qualifications as reasonably be expected to have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwritersa Material Adverse Effect.

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 bylaws Organizational Documents (as defined below) 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 any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject Document (collectively, the “Agreements and Instruments”as defined below), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the Disclosure Package and the Prospectus Supplement (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 Supplement 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 a 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 of its their respective subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effectto any Company Documents, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents Organizational Documents of the Company Company, the Operating Partnership or any of its their respective subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets respective assets, properties or propertiesoperations. As The term “Company Documents” as used herein, a “Repayment Event” herein means any event contracts, indentures, mortgages, deeds of trust, loan or condition which gives the holder credit agreements, bonds, notes, debentures, evidences of any noteindebtedness, debenture leases or other evidence of indebtedness (instruments or any person acting on such holder’s behalf) agreements to which the right to require Company, the repurchaseOperating Partnership, redemption or repayment of all or a portion of such indebtedness by the Company Manager or any of its their respective subsidiaries prior is a party or by which the Company, the Operating Partnership, the Manager or any of their respective subsidiaries is bound or to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with which any such government instrumentality or court is required for the issue and sale of the Securities property or the consummation by the Company assets of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 ActCompany, the 1939 Act 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 as may be required under state securities by-laws; (b) in the case of a limited or “blue sky” laws general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in connection with the purchase case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and distribution 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 Securities by case of any other entity, the Underwritersorganizational and governing documents of such entity.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations where such violation, in the case of the application of the proceeds of the sale of the Securities, would 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter charter, by-laws or bylaws 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 any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement 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 a 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments except for such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, nor will such action (y) result in any violation of the provisions of the charter, bylaws by-laws or the memorandum and articles of association, as applicable, or other similar organizational documents of the Company or any of its subsidiaries Subsidiary, or (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 of its subsidiaries Subsidiaries or any of their assets respective assets, properties or propertiesoperations, 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued Agreement by the Company in connection with the transactions contemplated hereby or thereby or by the Prospectus Supplement and the consummation by the Company of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 trust 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries subsidiary or, except as would not, singly or in the aggregate, have 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, charter or bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations (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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter or bylaws 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 any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities and the Units to be sold in the Private Placement as described in the Prospectus Supplement under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and with its obligations under the Indenture and the Securities Private Placement 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 of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries their assets, properties or any of their assets or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany.

Absence of Defaults and Conflicts. Neither the Company nor any of its Subsidiaries, and to the Company’s knowledge, none of the Company’s other subsidiaries is in violation of its charter charter, by-laws, operating agreement or bylaws any 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 subsidiaries, is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this AgreementAgreement and, except as disclosed in the IndentureGeneral Disclosure Package and the Prospectus, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein in this Agreement and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries subsidiary, pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws by-laws, operating agreement or the memorandum and articles of association, as applicable, or other any similar organizational documents of the Company or any of its subsidiaries 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations (other than foreign or state securities or blue sky laws). 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of (a) the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries subsidiary or (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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations (except, in the case of clause (b), 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of -------------------------------------- its subsidiaries is in violation of its charter document or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement Prospectuses 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter document or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (a) the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries subsidiary or (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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter charter, by-laws or bylaws other 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 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 and, assuming the Company uses the net proceeds of the sale of the Securities as described in the “Use of Proceeds” section in the Registration Statement, 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, by-laws or other organizational documents document of the Company or any of its subsidiaries 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter (statuts) or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter charter, by-laws or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued Agreement by the Company in connection with the transactions contemplated hereby or thereby or by the Prospectus Supplement and the consummation by the Company of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 trust 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 of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets material assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (i) the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries subsidiary or (ii) except for such violation that would not 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. || Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations, (except for such violations 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 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in (i) violation of its charter organizational documents, or bylaws (ii) 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, joint venture agreement or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of clause (ii) to the extent that such default is disclosed in the Registration Statement and the Prospectus or would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The issuance and sale of the Securities to be sold by the Company and the compliance by the Company and the Operating ​ ​ Partnership with all of the provisions of this Agreement and all other transactions herein contemplated by the Company or the Operating Partnership do not and will not: (A) conflict with, or result in any breach of, or constitute a default under nor constitute any event which (with notice, lapse of time, or both) would constitute a breach of or default or Repayment Event (as defined below) under (i) any provisions of the charter or bylaws or other organizational documents of the Company or any of its subsidiaries subsidiaries, (ii) any provision of any license, lease, indenture, mortgage, deed of trust, loan, credit, operating agreement, property management agreement, franchise agreement, joint venture agreement or other agreement or instrument to which any of them is a party or by which any of them or their respective properties or assets may be boundbound or affected, (iii) any law or regulation binding upon or applicable to which any of the property or assets of the Company or any of its subsidiaries is subject or any of their respective properties or assets, or (collectivelyiv) any decree, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement judgment or instrument entered into or issued or order applicable to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby any of its subsidiaries; or by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement under the caption “Use of Proceeds”B) 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 charge, claim or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant tosubsidiaries, except in the Agreements and Instruments except case described in clause (B) of this sentence for such conflicts, breaches or defaults or liens, charges or charges, claims and encumbrances that, individually or in connection with certain indebtedness described in the aggregate, would not result financial statements referred to in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or propertiesSection 1(a)(vii) hereof. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in (A) violation of its charter organizational documents, or bylaws (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 it is a party or by which it or any of 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 result in a Material Adverse Effect. 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”) do not and will not: (A) conflict with, or result in any breach of, or constitute a default under nor constitute any event which (with 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 its subsidiaries 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 boundbound or affected, (iii) any law or regulation binding upon or applicable to which any of the property or assets of the Company or any Subsidiary or any of its subsidiaries is subject their respective properties or assets or (collectivelyiv) any decree, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement judgment or instrument entered into or issued or order applicable to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby any Subsidiary; or by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement under the caption “Use of Proceeds”B) 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 charge, claim or encumbrance upon any property or assets of the Company or any Subsidiary, except in each case described in clauses (A)(ii) through (iv) and (B) of its subsidiaries pursuant to, the Agreements and Instruments except this sentence for such conflicts, breaches or breaches, defaults or liens, charges or encumbrances thatand violations as would not, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, nor will such action result and in any violation the case described in clause (B) of the provisions of the charterthis sentence for liens, bylaws or the memorandum charges, claims and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or properties. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws encumbrances in connection with certain indebtedness described in the purchase and distribution of the Securities by the Underwritersfinancial statements referred to in Section 1, paragraph (a)(vii) hereto.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries --------------------------------- the Subsidiaries is in violation of its charter or bylaws by-laws or partnership 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 the Subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries the Subsidiaries is subject (collectively, the “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Supplement 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 Supplement 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 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 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, by-laws or other organizational documents instrument of the Company or any of its subsidiaries 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiary is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither None of the Company nor or any --------------------------------- of its subsidiaries or JV Partners (i) is in violation of its charter or bylaws or by-laws, (ii) is in default in any respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any obligation, agreementterm, 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 the Company or any of its subsidiaries it is a party or by which any of them may be bound, it is bound or to which any of the its property or assets of the Company or any of its subsidiaries is subject or (collectivelyiii) is in violation in any respect of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be subject except in the “Agreements cases of clauses (ii) and Instruments”(iii), except for such any violations or defaults that which would not result in have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued Agreement by the Company in connection with the transactions contemplated hereby or thereby or by the Prospectus Supplement and the consummation of the transactions contemplated herein hereby and in the Prospectus Supplement 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 Supplement 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 result in a breach or violation of any of the terms or provisions of, or constitute a default or a Repayment Event (as defined below) under, or result in the creation or imposition of any a lien, charge or encumbrance upon any property or assets of the Company or any subsidiary or JV Partner pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries pursuant to, or the Agreements and Instruments except for such conflicts, breaches JV Partners is a party or defaults by which the Company or liens, charges any of its subsidiaries or encumbrances that, individually the JV Partners is bound or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in to which any violation of the provisions of the charter, bylaws property or the memorandum and articles of association, as applicable, or other organizational documents assets of the Company or any of its subsidiaries or the JV Partners is subject (except in the case of such occurrence which would not have a Material Adverse Effect), nor will such actions result in any applicable law, statute, rule, regulation, judgment, violation of (a) the provisions of the charter or by-laws of the Company or any of its subsidiaries or the JV Partners or (b) any statute or any order, writ rule or decree regulation of any government, government instrumentality or court, domestic or foreign, or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or the JV Partners or any of their assets properties or propertiesassets, except in the case of clause (b), any violation which would 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 portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration subsidiary or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersJV Partner.

Absence of Defaults and Conflicts. Neither Except as disclosed in the Prospectuses, neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such violations or defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Supplement Registration Statement (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 Supplement 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 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually singularly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets or properties. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor --------------------------------- any of its subsidiaries is in violation of its charter or bylaws by-laws (as now in effect or as in effect at each Date of Delivery and on the Closing Date) 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that -------------------------- would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Supplement (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 Supplement under the caption “Use of Proceeds”) Registration Statement and compliance by the Company with its obligations hereunder and under the Indenture this Agreement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein thereby and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws bylaws, its partnership agreement or its limited liability company agreement (or other similar 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 any of them may be bound, bound or to which any of the property respective properties or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in have a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments any Agreement or Instrument, except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in have a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, charter or bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, or governmental or court judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or propertiesdecree. 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 of the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, including, without limitation, the Interstate Commerce Commission ("ICC"), the United States Department of Transportation ("DOT") or any applicable state highway and transportation agency, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their assets assets, properties, or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter certificate of incorporation or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws certificate of incorporation or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the IndentureWarrant Agreement, the Securities Representative’s Purchase Option, the Trust 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 by the Prospectus Supplement Services Agreement and the consummation of the transactions contemplated herein herein, therein and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries assets, properties or any of their assets or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus Supplement and the Pricing Disclosure Package, and as will be contemplated in the Canadian Prospectus and the U.S. Prospectus (including the issuance authorization, issuance, sale and sale delivery of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the Canadian Preliminary Prospectus Supplement and the U.S. Preliminary 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of or conflict with the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries subsidiary or 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations except for such violations or conflicts 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 acquire the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither The Company is not in violation of its Articles of Incorporation, as amended (the “Charter”), or Bylaws, as amended (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 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 Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such violations or defaults that would not could not, singly or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and therein, and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances thatthat could not, individually 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 the Charter or Bylaws of the Company or the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents document of the Company or any Subsidiary; nor will such action result in any violation of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations (except for such violations that could 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations (except for such violations of laws, statutes, rules, regulations, judgments, orders, writs or decrees as 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Subsidiary is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries the Subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries the Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries the Subsidiary or any of their assets assets, properties or propertiesoperations (except for such violations that would not reasonably be expected to result in a Material Adverse Effect), or the provisions of the charter or by-laws of the Company or the 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in (a) violation of its charter organizational documents, (b) default (whether with or bylaws without the giving of notice or in default 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 it is a party or by which it or any of its properties may be bound, (c) violation of any order of which the Company has been made aware in writing of any court, arbitrator or governmental body having jurisdiction over the Company or its properties or assets, or (d) is in violation of, or in receipt of written notice that it is in violation of, any statute, rule or regulation of any governmental authority applicable to the Company. The issuance and sale of the Preferred Shares by the Company, the issuance of the Underlying Shares by the Company, and the compliance by the Company with all of the provisions of the Operative Documents and all other transactions contemplated by the Operative Documents do not and will not: (x) conflict with, or result in any breach of, or constitute a default under nor constitute any event which (with 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 its subsidiaries 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 boundbound or affected after giving effect to the use of proceeds as set forth in the Offering Memorandums, (iii) any law or regulation binding upon or applicable to which any of the property or assets of the Company or any Subsidiary or any of its subsidiaries is subject their respective properties or assets (collectivelyincluding, without limitation, the “Agreements rules and Instruments”)regulations of the NYSE, except for such defaults that would not result in a Material Adverse Effect. The executionfulfilling the stockholder notice requirements under the rules and regulations of the NYSE) or (iv) any decree, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement judgment or instrument entered into or issued or order applicable to be entered into or issued by the Company in connection with the transactions or any Subsidiary; or (y) except as contemplated hereby or thereby or by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement 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 notOperative Documents, 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 charge, claim or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or properties. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or 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 any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by Warrant Agreements (including the Company in connection with the transactions contemplated hereby or thereby or by the Prospectus Supplement and the consummation issuance of the transactions contemplated herein Warrants), the Pledge Agreement and in the Prospectus Supplement (including this Agreement, and the issuance and sale of the Securities Securities, the Underlying Shares and the Warrant Shares and the use of proceeds therefrom and compliance with the proceeds from the sale terms and provisions thereof will not result in a breach or violation of any of the Securities as described in the Prospectus Supplement under the caption “Use of Proceeds”) terms 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 notprovisions of, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Debt Repayment Triggering 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 of its the Company’s significant subsidiaries pursuant to, (i) the Agreements and Instruments except for such conflicts, breaches charter or defaults by-laws or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents similar constitutive document of the Company or any of its subsidiaries or the Company’s subsidiaries, assuming the requisite approval has been obtained from the stockholders of the Company (ii) any applicable law, statute, rule, regulation, judgment, order, writ regulation or decree order of any government, government instrumentality governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its the Company’s subsidiaries or any of their assets properties, (iii) or properties. As used hereinany agreement or instrument to which the Company or any of the Company’s subsidiaries is a party or by which the Company or any of the Company’s subsidiaries is bound or to which any of the properties of the Company or any of the Company’s subsidiaries is subject except, in the case of clauses (ii) and (iii), where any such breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect or materially adversely affect consummation of the transactions contemplated hereby; a “Debt Repayment Triggering Event” means any event or condition which gives that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany’s subsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws by-laws or in default in the performance or observance of any my 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. The Company has not sent or received any communication regarding termination of, or intent not to renew, any of the Agreements and Instruments referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company or, to the Company’s knowledge, any other party to any such Agreement or Instrument. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect, and except for a Repayment Event under the Credit Agreement dated November 30, 1998 among the Company (the "Credit Agreement"), the lenders named therein and Marine Midland Bank, as agent, that would result from the sale of the Securities), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries subsidiary is in violation of its charter or bylaws 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 nor any of its subsidiaries subsidiary is a party or by which any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement International Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 5 8 which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “"Agreements and Instruments”"), except for such defaults that as would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, International Purchase Agreement and the Securities applicable Terms Agreements 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 by in the Prospectus Supplement Registration Statement and the Prospectuses and the consummation of the transactions contemplated herein and in the Prospectus Supplement Registration Statement and the Prospectuses (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 Supplement 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 a 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 of its subsidiaries Subsidiaries pursuant to, the any Agreements and Instruments Instruments, except for such conflicts, breaches or defaults breaches, defaults, events or liens, charges or encumbrances that, individually 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 the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiaries or any of their assets or properties, 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 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws or its partnership 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 any of them may be bound, or to which any of the property respective properties or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in have a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, Indenture 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement therein (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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments any Agreement or Instrument, except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in have a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, charter or bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, or governmental or court judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or propertiesdecree. 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 of the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Subsidiaries is in violation of its charter articles or bylaws other constating 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 lease, license 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “Agreements and Instruments”), except for where such defaults that default, breach or conflict would not result in reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement Agreement (including the issuance authorization, issuance, sale and sale delivery of the Offered Securities and the use of the proceeds from the sale of the Offered Securities as described in the Prospectus Supplement under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture and the Securities hereunder) have been or will be duly authorized by all necessary corporate action 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 belowhereinafter defined) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, to the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse EffectInstruments, nor will such action result in any violation of a conflict with the provisions of the charter, bylaws articles or the memorandum and articles of association, as applicable, or other organizational documents by­laws of the Company or any of its subsidiaries Subsidiary or any existing 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 or any of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations except for such violations or conflicts that would not, individually or in the aggregate, 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any --------------------------------- of its subsidiaries Subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement International Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is (i) in violation of its charter charter, by-laws or bylaws 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 any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement 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 a 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments except for such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, nor will such action (y) result in any violation of the provisions of the charter, bylaws by-laws or the memorandum and articles of association, as applicable, or other similar organizational documents of the Company or any Subsidiary, or (z) result in the violation of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or Company, any of its subsidiaries Subsidiaries or any of their assets respective assets, properties or propertiesoperations, 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany.

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 bylaws by-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 any of them it may be bound, or to which any of the its property or assets of the Company or any of its subsidiaries is subject (collectively, the “for purposes of this paragraph "Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Prospectus Supplement 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 Supplement 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 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 Company, the Partnership or any of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any the partnership agreement of its subsidiaries the Partnership or 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 of its subsidiaries the Partnership or any of their assets respective assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersPartnership.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement under the caption “"Use of Proceeds”") and compliance by the Company with its 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 a Repayment Event (as defined below, and only with respect to a Repayment Event, except as may be described in the Registration Statement) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “"Repayment Event” " means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriters.of

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter articles of incorporation or 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, incorporation or other organizational documents bylaws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries an Subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such violations or defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery delivery, and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities have been being duly authorized by all a 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 charges or encumbrance upon any property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges charges, Repayment Events or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, incorporation or other organizational documents by-laws of the Company or any of its subsidiaries Subsidiary or any applicable law, statute, ordinance, rule, regulation, judgment, order, decision, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Venture (as defined below) is in violation of its charter or bylaws by-laws (or equivalent constitutive 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 Venture is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Venture is subject (collectively, the “Agreements and Instruments”), "AGREEMENTS AND INSTRUMENTS") except for such defaults that would not not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Supplement 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 Supplement Prospectuses under the caption “Use of Proceeds”"USE OF PROCEEDS") and compliance by the Company with its obligations hereunder and under the Indenture this Agreement 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 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 of its subsidiaries Venture pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances thatthat would not, individually 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 the charter, bylaws charter or the memorandum and articles of association, as applicable, by-laws (or other organizational documents equivalent constitutive documents) of the Company or any of its subsidiaries Venture 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 of its subsidiaries Venture or any of their assets assets, properties or propertiesoperations. As used herein, (a) "VENTURE" means any entity in which the Company has a “Repayment Event” direct or indirect greater than 20% equity interest or voting power and (b) 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersVenture.

Absence of Defaults and Conflicts. Neither the Company nor or any of its subsidiaries is in violation of its charter charter, by-laws or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “"Agreements and Instruments”"), except for such defaults that would not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Supplement 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 Supplement 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 U.S. Purchase Agreement have been duly authorized by all necessary corporate and other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or 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 of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, by-laws or other organizational documents of the Company or any of its subsidiaries subsidiaries, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries. The Company and its subsidiaries prior to its scheduled maturity. No consenthave obtained all required consents from such holders of any note, approvaldebenture or other evidence of indebtedness, authorization, order, license, registration or qualification some of or with any such government instrumentality or court is required for which consents are conditioned upon the issue closing of the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSecurities.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter articles of incorporation or bylaws 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 any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would as have not result resulted, and are not reasonably expected to result, in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the IndentureIndenture and the Securities, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement under Registration Statement, the caption “Use of Proceeds”Disclosure Package and the Prospectus) and compliance by the Company with its obligations hereunder and hereunder, under the Indenture and on the Securities 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 lienLien (as defined below), charge or encumbrance other than the Lien of the Indenture, upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or breaches, defaults or liens, charges or encumbrances that, individually or in the aggregate, Liens as would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, incorporation or other organizational documents by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries assets, properties or any of their assets or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter articles of incorporation or bylaws 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 any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would as have not result resulted, and are not reasonably expected to result, in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the IndentureIndenture and the Securities, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (including the issuance and sale of the 4 _____________________________________________________________________________________ Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Supplement under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and hereunder, under the Indenture and on the Securities 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 of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, incorporation or other organizational documents by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries assets, properties or any of their assets or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersCompany.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or bylaws or 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 is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement 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 of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets respective assets, properties or properties. As used hereinoperations or (iii) in breach or default (or with or without the giving of notice or the passage of time or both, a “Repayment Event” means would be in breach or default) in the performance or observance of any event obligation, agreement, covenant or condition which gives contained in any Company Document, except in the holder case of clauses (ii) or (iii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated therein and in the Preliminary Offering Memorandum, the General Disclosure Package and the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Company and the Guarantors with their obligations under the 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, Termination Event or Repayment Event under, or result in the creation or imposition of any note, debenture Lien upon any property or other evidence assets of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior pursuant to, any Company Documents, except for such conflicts, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Such actions will not result in any violation of (i) the provisions of the Organizational Documents of the Company or any of its scheduled maturity. No consentsubsidiaries or (ii) any applicable law, approvalstatute, authorizationrule, regulation, judgment, order, licensewrit or decree of any government, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities court, domestic or the consummation by foreign, having jurisdiction over the Company or any of the transactions contemplated by this Agreement its subsidiaries or the Indentureany of its or their respective assets, properties or operations, except in the case of clause (ii) for such consentsviolations that would not, approvalsindividually or in the aggregate, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may reasonably be required under state securities or “blue sky” laws expected to result in connection with the purchase and distribution of the Securities by the Underwritersa Material Adverse Effect.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its Memorandum or Articles of Association or charter or bylaws by-laws, 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 is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Supplement 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 Supplement 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 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws Memorandum or the memorandum and articles Articles of association, as applicable, Association or other organizational documents charter or by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in (i) violation of its charter organizational documents, or bylaws (ii) 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, joint venture agreement or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of clause (ii) to the extent that such default is disclosed in the Registration Statement and the Prospectus or would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The issuance and sale of the Securities to be sold by the Company and the compliance by the Company and the Operating Partnership with all of the provisions of this Agreement and all other transactions herein contemplated by the Company or the Operating Partnership do not and will not: (A) conflict with, or result in any breach of, or constitute a default under nor constitute any event which (with notice, lapse of time, or both) would constitute a breach of or default or Repayment Event (as defined below) under (i) any provisions of the charter or bylaws or other organizational documents of the Company or any of its subsidiaries subsidiaries, (ii) any provision of any license, lease, indenture, mortgage, deed of trust, loan, credit, operating agreement, property management agreement, franchise agreement, joint venture agreement or other agreement or instrument to which any of them is a party or by which any of them or their respective properties or assets may be boundbound or affected, (iii) any law or regulation binding upon or applicable to which any of the property or assets of the Company or any of its subsidiaries is subject or any of their respective properties or assets, or (collectivelyiv) any decree, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement judgment or instrument entered into or issued or order applicable to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby any of its subsidiaries; or by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (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 Supplement under the caption “Use of Proceeds”B) 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 charge, claim or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant tosubsidiaries, except in the Agreements and Instruments except case described in clause (B) of this sentence for such conflicts, breaches or defaults or liens, charges or charges, claims and encumbrances that, individually or in connection with certain indebtedness described in the aggregate, would not result financial statements referred to in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or propertiesSection 1(a)(vii) hereof. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws bylaws, its partnership agreement or its limited liability company agreement (or other similar 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 any of them may be bound, bound or to which any of the property respective properties or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in have a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement Articles Supplementary and the consummation of the transactions contemplated herein and in the Prospectus Supplement therein (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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments any Agreement or Instrument, except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in have a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, charter or bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, or governmental or court judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets or propertiesdecree. 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 of the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiaries.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter or bylaws 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 any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement International Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter Amended and Restated Certificate of Incorporation or bylaws 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 may be bound, or to which any of the property assets, properties or assets operations of the Company or any of its subsidiaries is subject (collectively, the “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Underwriting Agreement, the Indenture, the Securities applicable Terms Agreement and each applicable Indenture 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 by in the Registration Statement and the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus Supplement (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 Supplement 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 a 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 of its subsidiaries pursuant to, the any Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any --------------------------------- of its subsidiaries is in violation of its charter or bylaws 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 agree ment or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation U.S. Purchase Agreement and the consumma tion of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Supplement Registration Statement (including the issuance and sale of the Securities and the use of a portion of the proceeds from the sale of the Securities to repay indebtedness as described in the Prospectus Supplement 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 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentgovern ment, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), "AGREEMENTS AND INSTRUMENTS") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement under the caption “Use of Proceeds”"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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, charter or bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” "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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries The Fund is not (i) in violation of its charter or bylaws 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 it is a party or by which any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Fund is subject (collectively, the “Agreements and Instruments”)) except, except with respect to this clause (ii) for such violations or defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the IndentureInvestment Advisory Agreement, the Securities Custody Agreement between U.S. Bank National Association (“Custodian”) and any other agreement or instrument entered into or issued or the Fund (the “Custodian Agreement”), the Transfer Agency and Service Agreement between Computershare Trust Company, N.A. (the “Transfer Agent”) and the Fund (the “Transfer Agency Agreement”), and the Administration Agreement between U.S. Bancorp Fund Services, LLC (the “Administrator”) and the Fund (the “Administration Agreement”) (this Agreement, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Administration Agreement being referred to be entered into or issued by herein collectively as the Company in connection with the transactions contemplated hereby or thereby or by the Prospectus Supplement “Fundamental Agreements”) and the consummation of the transactions contemplated herein in the Fundamental Agreements, the Plan and in the Prospectus Supplement 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 Supplement and the Time of Sale Prospectus under the caption “Use of Proceeds”) and compliance by the Company Fund 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 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 of its subsidiaries Fund pursuant to, the Fundamental Agreements and Instruments or the Plan (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries Fund 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 Fund or any of its subsidiaries assets, properties or any of their assets or propertiesoperations (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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersFund.

Absence of Defaults and Conflicts. Neither None of the Company nor any of its subsidiaries Issuers is in violation of its charter or bylaws 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 or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of them its Subsidiaries may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiaries is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not reasonably be expected to result in a Material Adverse Effect. The execution, ; and the execution and delivery and performance by the Company of this Agreement, the Indenture (as supplemented and amended by the First Supplemental Indenture) and the Securities, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued consummation by the Company in connection with the transactions contemplated hereby or thereby or by the Prospectus Supplement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (including the issuance and sale of the Securities by this Agreement, and the use of the proceeds from the sale of the Securities as described in the Prospectus Supplement under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and under the Indenture terms hereof and the Securities have been duly authorized by all necessary corporate action and thereof 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 of its subsidiaries Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), nor will such action or result in any a violation of the provisions of the charter, bylaws Certificate of Incorporation or the memorandum and articles of associationBy-Laws, as applicableamended, or other constituting or organizational documents document of the Company or any of its subsidiaries Subsidiaries, or any applicable law, statute, rule, regulation, judgment, order, writ write or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiaries or any of their assets respective assets, properties or propertiesoperations, except, in each case, for such conflicts, breaches, violations or defaults, that, singly or in the aggregate, 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 '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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries The Depositor is not in violation of its charter or bylaws limited liability company agreement 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 Agreement and Instrument (as defined below) with respect to which it; and the Company or any of its subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, 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 Depositor of the transactions contemplated hereby or thereby or by Depositor Basic Documents, this Agreement and the Prospectus Supplement and Securities, the consummation of the transactions contemplated herein and or therein, in the Preliminary Prospectus or in the Prospectus Supplement (including the issuance and sale of the Securities Notes to the Underwriter pursuant to the terms of this Agreement and the use of the proceeds from the sale of the Securities therefrom as described in the Prospectus Supplement under the caption heading “Use of Proceeds”” in the Prospectus) and compliance by the Company it with its obligations hereunder and under the Indenture and the Securities thereunder have been duly and validly 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 a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge mortgage, pledge, charge, encumbrance, adverse claim or encumbrance other security interest (collectively, “Liens”) upon any of its property or assets of pursuant to the Company Depositor Basic Documents or any of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in Liens permitted by the aggregate, would not result in a Material Adverse EffectBasic Documents, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries limited liability company agreement 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 Depositor or any of its subsidiaries assets, properties or any of their assets or propertiesoperations. As used herein, a “Repayment Event” means means, with respect to any Bank Entity, 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 such Bank Entity and “Agreements and Instruments” means, with respect to any Bank Entity, 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 such Bank Entity is a party or by which it may be bound, or to which any of its subsidiaries prior to its scheduled maturity. No consentproperties, approval, authorization, order, license, registration operations or qualification of or with any such government instrumentality or court assets is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubject.

Absence of Defaults and Conflicts. Neither the Company --------------------------------- nor any of its subsidiaries is in violation of its charter or bylaws by-laws (as now in effect or as in effect at each Date of Delivery and on the Closing Date) 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that -------------------------- would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement International Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the International Purchase Agreement and in the Prospectus Supplement (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 Supplement under the caption “Use of Proceeds”) Registration Statement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Bank is in violation of its charter or bylaws 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 Bank is a party or by which any either of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries the Bank is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 a 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 the Bank pursuant to any of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances thatthat would not, individually or in the aggregate, would not aggregate result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries the Bank 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 of its subsidiaries the Bank or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersBank.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter charter, bylaws or bylaws other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractbond, debenture, note or any other written evidence of indebtedness for borrowed money or in any 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 Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the collectively “Agreements and Instruments”), ) except for such defaults that would not result in have a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement of its obligations under this Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement (including Transaction Documents, the issuance and sale of the Securities and the use consummation of the proceeds from the sale of the Securities as described in the Prospectus Supplement under the caption “Use of Proceeds”) and compliance transactions contemplated by the Company with its obligations hereunder and under the Indenture this Agreement and the Securities Transaction Documents have been duly authorized by all necessary corporate action and (except as contemplated by the Registration Statement, Time of Sale Prospectus or Prospectus) 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 of the properties or assets of the Company or any of its subsidiaries Subsidiary pursuant to, to the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicableInstruments, or other organizational documents violations of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, court having jurisdiction over the Company or any of its subsidiaries Subsidiary (except for such conflicts, breaches or any of their assets defaults or properties. As used hereinliens, charges, encumbrances or violations that would not result in a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersMaterial Adverse Effect).

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its respective charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such violations or defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection Company’s compliance with the transactions contemplated hereby or thereby or by the Prospectus Supplement Certificate of Designation and the consummation of the transactions contemplated herein and in the Prospectus Supplement Registration Statement (including the offering, issuance and sale of the Securities pursuant to this Agreement, the issuance and delivery of the Underlying Securities pursuant to the Certificate of Designation and the use of the proceeds to the Company from the sale of the Securities as described in the Prospectus Supplement 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 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 of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries or (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 of its subsidiaries or any of their assets assets, properties or propertiesoperations (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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiaries.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries the Bank is in violation of its charter or bylaws 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 Bank is a party or by which any either of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries the Bank is subject (collectively, the “Agreements and Instruments”), ) except for such defaults that would not could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances thatthat could not, individually singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries the Bank 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 of its subsidiaries the Bank or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersBank.

Absence of Defaults and Conflicts. Neither the Company nor any --------------------------------- of its subsidiaries Subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, Agreement and the Indenture, 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 by the Prospectus Supplement U.S. Purchase Agreement and the consummation of the transactions contemplated herein in this Agreement, the U.S. Purchase Agreement and in the Prospectus Supplement Registration Statement (including the acquisition of the Acquisition Properties, issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Supplement Prospectuses under the caption “"Use of Proceeds”") and compliance by the Company with its obligations hereunder and under the Indenture and the Securities Operating Partnership with their obligations under this Agreement and the U.S. Purchase Agreement have been duly authorized by all necessary corporate action or partnership action, as the case may be, and (except as contemplated by the Prospectuses) 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 of the Properties (as defined in the Registration Statement) or any other property or assets of the Company or any of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation violations of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations (except for such conflicts, breaches or defaults or liens, charges, encumbrances or violations 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. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws Organizational Documents (as defined below) 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 any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject Document (collectively, the “Agreements and Instruments”as defined below), except for such defaults that would not result in a Material Adverse EffectChange. The execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus Supplement (including the issuance and sale of the Securities Placement Shares and the use of the proceeds from the sale of the Securities Placement Shares as described in the Prospectus Supplement under the caption “Use of Proceeds”) and compliance by each of 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 a 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 of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effectto any Company Documents, nor will such action result in any violation of the provisions of the charter, bylaws or the memorandum and articles of association, as applicable, or other organizational documents Organizational Documents of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets respective assets, properties or propertiesoperations. As The term “Company Documents” as used herein, a “Repayment Event” herein means any event contracts, indentures, mortgages, deeds of trust, loan or condition which gives the holder credit agreements, bonds, notes, debentures, evidences of any noteindebtedness, debenture leases or other evidence of indebtedness (instruments or any person acting on such holder’s behalf) agreements to which the right to require Company, the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company Manager or any of its their respective subsidiaries prior is a party or by which the Company, the Manager or any of their respective subsidiaries is bound or to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with which any such government instrumentality or court is required for the issue and sale of the Securities property or the consummation by the Company assets of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 ActCompany, the 1939 Act 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 as may be required under state securities by-laws; (b) in the case of a limited or “blue sky” laws general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in connection with the purchase case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and distribution 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 Securities by case of any other entity, the Underwritersorganizational and governing documents of such entity.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Significant Subsidiary is in violation of its charter or 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 it is a party or by which any of them it may be bound, bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”)properties may be subject, except for such defaults that would not result in have a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise), earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise. The execution, execution and delivery and performance of this AgreementAgreement and the U.S. Purchase Agreement by the Company, the Indentureissuance and delivery of the Shares and the Rights, the Securities and any other agreement or instrument entered into or issued or to be entered into or issued consummation by the Company in connection with the transactions contemplated hereby or thereby or by the Prospectus Supplement and the consummation of the transactions contemplated herein in this Agreement and the U.S. Purchase Agreement, in the Rights Plan, in the Prospectuses and in the Prospectus Supplement (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 Supplement under the caption “Use of Proceeds”) Registration Statement and compliance by the Company with its obligations hereunder and under the Indenture terms of this Agreement, the U.S. Purchase Agreement and the Securities Rights Plan have been duly authorized by all necessary corporate action on the part of the Company and do not and will notnot result in any violation of the charter or by-laws of the Company or any Significant Subsidiary, whether with and do not and will not conflict with, or without result in a breach of any of the giving of notice terms or passage of time or bothprovisions of, 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 Significant Subsidiary under (A) any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any Significant Subsidiary is a party or by which it may be bound or to which any of its subsidiaries pursuant to, the Agreements and Instruments properties may be subject (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in have a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise), nor will such action result in any violation of the provisions of the charterearnings, bylaws business affairs or the memorandum and articles of association, as applicable, or other organizational documents business prospects of the Company and its subsidiaries, considered as one enterprise) or (B) any of its subsidiaries or 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 of its subsidiaries Significant Subsidiary or any of their assets or respective properties. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriters.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries subsidiary is in violation of its charter articles of incorporation, by-laws or bylaws similar 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 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), except for such violations or defaults that that, singly or in the aggregate, would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein herein, in the Transaction Documents and in the Prospectus Supplement Registration Statement (including the issuance and sale of the Securities to the Underwriters pursuant to this Agreement, the Concurrent Sale and the use of the proceeds from the sale of the Securities to the Underwriters pursuant to this Agreement and from the Concurrent Sale as described in the General Disclosure Package and Prospectus Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances thatthat would not, individually 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 the charter, bylaws or the memorandum and articles of associationincorporation, as applicable, by-laws or other similar organizational documents document of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “Agreements and Instruments”), "AGREEMENTS AND INSTRUMENTS") except for such defaults that would could not reasonably be expected to result in a Material Adverse Effect. The ; and the execution, delivery and performance by the Company of this Agreement and the U.S. Purchase Agreement and the consummation by it of the transactions contemplated in this Agreement, the Indenture, 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 by the Prospectus Supplement and the consummation of the transactions contemplated herein U.S. Purchase Agreement and in the Prospectus Supplement Registration Statement (including the issuance and sale by the Company of the Securities and the use by it of the proceeds from the sale of the Securities as described in the Prospectus Supplement 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 U.S. Purchase Agreement have been duly authorized by all necessary corporate action action, including (if required) board approval, 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults breaches, defaults, Repayment Events, or liens, charges or encumbrances that, individually or in the aggregate, would that could not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation by the Company (A) of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries Subsidiary or (B) 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations except, in the case of (B) for such violations that could 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 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. (a) Neither the Company nor any of its subsidiaries Subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The ; (b)(i) and the execution, delivery and performance of this Agreement, the Indenture, the Securities and Agreement or of 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 by the Prospectus Supplement Terms Agreement and the consummation of the transactions contemplated herein or in any Terms Agreement and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries Subsidiary pursuant to, the Agreements and Instruments except for such conflictsInstruments, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, would not result in a Material Adverse Effect, (ii) nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any Subsidiary, (iii) nor will such action result in any violation of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, including the U.S. Food and Drug Administration (the “FDA”), having jurisdiction over the Company or any of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations (each, a “Governmental Entity”). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the UnderwritersSubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries subsidiary or (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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations, except, in the case of clause (B) hereof, 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 of its subsidiaries subsidiary prior to its the scheduled maturity. No consent, approval, authorization, order, license, registration maturity thereof or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwritersother scheduled payment date.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Prospectus Supplement Registration Statement (including the issuance and sale of the Securities Securities, and the use of the proceeds from the sale of the Securities as described in the Prospectus Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets respective assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor --------------------------------- any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”"), except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or breaches, defaults, liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect, and will not result in 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 action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the The Company nor any of its subsidiaries is not in violation of its charter or bylaws 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 any of them it may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement Registration Statement (including the issuance and sale of the Securities Securities, the payment of the stock dividend as described in the Prospectus under the caption “Capitalization” and the use of the proceeds from the sale of the Securities as described in the Prospectus Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement Registration Statement (including the Subscription Agreement, the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries Subsidiary is in violation of any provision of its charter or bylaws 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 Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries Subsidiary is subject subject, including, without limitation, the agreements described in paragraph (xiii) below (collectively, the “"Agreements and Instruments”), ") except for such defaults that have been waived or suspended as described in the Prospectus or that would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries Subsidiary pursuant to, any of the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries Subsidiary or any of their assets assets, properties or propertiesoperations. 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 of its subsidiaries prior to its scheduled maturitySubsidiary. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale Each of the Securities or the consummation Agreements and Instruments is in full force and effect and is valid and enforceable by and against the Company or any of the transactions contemplated by this Agreement or Subsidiaries, as the Indenturecase may be, and, to the knowledge of the Company, the other parties thereto, in accordance with its terms, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as enforceability thereof may be required under state securities limited by bankruptcy, insolvency, reorganization, moratorium or “blue sky” similar laws in connection with affecting the purchase enforcement of creditors' rights generally and distribution of the Securities by the Underwritersgeneral equitable principles.

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 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “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. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein and in the Prospectus Supplement 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 Supplement 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances thatthat would not, individually singly or in the aggregate, would not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries subsidiary or (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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations (except where such violations with respect to this Section 1(xii)(ii) would 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.

Absence of Defaults and Conflicts. Neither the Company nor any --------------------------------- of its subsidiaries is in violation of its charter or bylaws 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 may be bound, or to which any of the property or assets of the Company or any of its subsidiaries subsidiary is subject (collectively, the “"Agreements and Instruments”), ") except for such defaults that would not result in a Material Adverse Effect. The ; and the execution, delivery and performance of this Agreement, the Indenture, 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 by the Prospectus Supplement Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Prospectus Supplement 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 Supplement 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 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 of its subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that, individually or in the aggregate, that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws charter or the memorandum and articles of association, as applicable, or other organizational documents by-laws of the Company or any of its subsidiaries 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 of its subsidiaries subsidiary or any of their assets assets, properties or propertiesoperations, 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 the 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 of its subsidiaries prior to its scheduled maturity. No consent, approval, authorization, order, license, registration or qualification of or with any such government instrumentality or court is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the 1933 Act, the 1939 Act and as may be required under state securities or “blue sky” laws in connection with the purchase and distribution of the Securities by the Underwriterssubsidiary.