Common use of Absence of Defaults and Conflicts Clause in Contracts

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreementthe Distribution Agreements, any Terms Agreement or Alternative Terms Agreement or the Investment Advisory Agreement and the Administration Agreement Company Agreements and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus 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 General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator THL Advisors is not (A) in violation of its limited liability company operating agreement charter, by-laws or similar organizational documents, (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 Adviser or the Administrator THL Advisors is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Adviser or the Administrator THL Advisors is subject (collectively, the “Adviser/Administrator THL Advisors Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order order, writ or decree of any Governmental Entity except for such violations or defaults that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement Company Agreements to which THL Advisors is a party and the consummation of the transactions contemplated therein and herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) Prospectus, and compliance by the Adviser and the Administrator THL Advisors with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or THL Advisors Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Adviser or the Administrator THL Advisors pursuant to, the Adviser/Administrator THL Advisors Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults THL Advisors Repayment Events or liens, charges or encumbrances that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement charter, by-laws or similar organizational documents of the Adviser or Administrator, respectively, THL Advisors or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentGovernmental Entity. As used herein, government instrumentality a “THL Advisors Repayment Event” means any event or courtcondition which gives the holder of any note, domestic debenture or foreign, having jurisdiction over the Adviser or the Administrator other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of their assets, properties all or operationsa portion of such indebtedness by THL Advisors.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of limited partnership or certificate of formation, as applicable, or limited partnership operating agreement or limited liability company operating agreement agreement, 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant toto any Instrument, the Adviser/Administrator Agreements and Instruments as applicable, except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited partnership or limited liability company operating agreement agreement, as applicable, of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of limited partnership or certificate of formation, as applicable, or limited partnership operating agreement or limited liability company operating agreement agreement, 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Notes and the use of the proceeds from the sale of the Securities Notes as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant toto any Instrument, the Adviser/Administrator Agreements and Instruments as applicable, except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited partnership or limited liability company operating agreement agreement, as applicable, of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Fund is not in violation of the Articles or its limited liability company operating agreement Bylaws, each as amended or supplemented to date, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator Fund is a party party, including each of the Fund Agreements, or by which it or any of them may be bound, or to which any of the property or assets of the Adviser or the Administrator Fund is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and dated as of May 30, 2019, the Administration Agreement dated as of May 9, 2013 and the Custodian Agreement dated as of October 5, 2012 and the Transfer Agency and Services Agreement dated as of May 9, 2013, referred to in the Registration Statement (as used herein, individually the “Investment Advisory Agreement,” the “Administration Agreement,” the “Custody Agreement” and the “Transfer Agency Agreement” respectively and collectively the “Fund Agreements”) and the consummation of the transactions contemplated herein and therein in this Agreement, the Fund Agreements and in the Registration Statement, the General Disclosure Package and the Prospectus 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 General Disclosure Package Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser Fund with its obligations thereunder have been duly authorized by all necessary corporate action and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator Fund pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults liens, charges or encumbrances that would not reasonably be expected to not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in (i) any violation of the provisions of the limited liability company operating agreement Articles or Bylaws of the Adviser Fund or Administrator, respectively, 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 Adviser or the Administrator Fund or any of their its assets, properties or operations, except with respect to (ii) only, for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither of the Adviser Carvana Parties nor the Administrator any of their respective subsidiaries is in violation of its limited liability company operating agreement Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed except (solely in the case of trust, loan or credit agreement, note, lease or Company Documents other agreement or instrument to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and than Subject Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except ) for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Carvana Parties with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Adviser Carvana Parties or the Administrator any of their respective subsidiaries pursuant to, any Company Documents, except (solely in the Adviser/Administrator Agreements and Instruments except case of Company Documents other than Subject Instruments) for such violations conflicts, breaches, defaults or defaults Liens that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement Organizational Documents of the Adviser either Carvana Party or Administrator, respectively, any of their respective subsidiaries 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 Adviser or the Administrator Carvana Parties or any of their respective subsidiaries or any of their respective assets, properties or operations, except, in the case of clause (ii) only, for such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “"Adviser/Administrator Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “"Adviser/Administrator Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating agreement certificate of incorporation 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Prospectus and the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement and declaration of trust or by-laws, each as amended from time to time, 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 Adviser or the Administrator it 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory and Management Agreement, the Custody Agreement, the Stock Transfer Agency Agreement and the Administration, Bookkeeping and Pricing Services Agreement referred to in the Registration Statement (as used herein, the "Investment Advisory Agreement," the "Custody Agreement," the "Transfer Agency Agreement" and the "Administration Agreement Agreement," respectively) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that would not reasonably be expected to result in a Material Adverse Effect) of the provisions of the limited liability company operating agreement and declaration of trust or by-laws of the Adviser or AdministratorTrust, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Trust or any of their its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Underwriters pursuant to this 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating agreement certificate of incorporation 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus 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 General Prospectus and the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or certificate of limited partnership, as applicable, or limited liability company operating agreement or limited partnership operating agreement, 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant toto any Instrument, the Adviser/Administrator Agreements and Instruments as applicable, except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited partnership or limited liability company operating agreement agreement, as applicable, of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and Agreement, the Administration Agreement Agreement, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Pricing Disclosure Package and the Prospectus Offering Memorandum (including the issuance and sale of the Securities and Underlying Securities and the use of the proceeds from the sale of the Securities and Underlying Securities as described in the General Pricing Disclosure Package and the Prospectus Offering Memorandum under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator any of its subsidiaries is in violation of its limited liability company operating agreement certificate of incorporation 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Adviser Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus 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 General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or pursuant to the Administrator pursuant to, the Adviser/Administrator Adviser Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or the Administrator or any of their its assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect.

Absence of Defaults and Conflicts. Neither the Adviser Corporation nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement articles or 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 Adviser Corporation or any of the Administrator 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 Adviser Corporation or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), except where such default, breach or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that conflict would not reasonably be expected to result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation each of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Transaction Documents (including the issuance authorization, issuance, sale and sale delivery of the Common Shares and Warrants comprising the Units and any Additional Securities and the use of the proceeds from the sale of the Securities such securities as described in the General Disclosure Package and the Final Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser Corporation with its obligations hereunder, have been or will be duly authorized by all necessary corporate action, and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Corporation or any Subsidiary pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation a conflict with the articles or by-laws of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Corporation or any 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 Adviser Corporation or the Administrator any Subsidiary or any of their assets, properties or operationsoperations except for such violations or conflicts that would not, singly 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 Corporation or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement Charter or by-laws, each as amended from time to time, 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 Adviser or the Administrator it 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory and Management Agreement, the Custody Agreement, the Stock Transfer Agency Agreement, the Administration, Bookkeeping and Pricing Services Agreement and the Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Investment Advisory Agreement," the "Custody Agreement," the "Transfer Agency Agreement," the "Administration Agreement Agreement" and the "Auction Agency Agreement," respectively) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities AMPS and the use of the proceeds from the sale of the Securities AMPS as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that would not reasonably be expected to result in a Material Adverse Effect) of the provisions of the limited liability company operating agreement and declaration of trust or by-laws of the Adviser or AdministratorTrust, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Trust or any of their its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the AMPS by the Underwriter pursuant to this 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator is a party or by which it or any of them may be bound, or to which any The issue and sale of the property or assets Securities and the compliance by the Company with all of the Adviser or provisions of the Administrator is subject (collectivelySecurities, the “Adviser/Administrator Agreements and Instruments”)Indenture, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions herein contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement 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 of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Adviser Company or NSR pursuant to the Administrator pursuant toterms of any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Adviser/Administrator Agreements and Instruments except for such violations Company or NSR is a party or by which the Company or NSR is bound or to which any of the property or assets of the Company or NSR is subject, other than those conflicts, breaches or defaults that would not, individually or in the aggregate, have a material adverse effect on the financial condition, earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not reasonably be expected to result arising in the ordinary course of business (a "Material Adverse Effect"), nor will such action result in any violation of the provisions of the limited liability company operating agreement Restated Articles of Incorporation or Bylaws of the Adviser or Administrator, respectively, Company or any applicable law, statute, rule, regulation, judgment, statute or any order, writ rule or decree regulation of any government, government instrumentality court or court, domestic governmental agency or foreign, body having jurisdiction over the Adviser Company or the Administrator NSR or any of their assetsproperties other than those violations that would not have a Material Adverse Effect; and no consent, properties approval, authorization, order, registration or operationsqualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, the Indenture or the Registration Rights Agreement other than (i) registration under the 1933 Act of the Exchange Notes (including filings with the Financial Industry Regulatory Authority ("FINRA")) and (ii) qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), in each case, upon consummation of the Exchange Offer, and except such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws or under the laws of foreign jurisdictions in connection with the purchase and distribution of the Securities by the Initial Purchasers.

Absence of Defaults and Conflicts. Neither the The Adviser nor the Administrator is not in violation of its certificate of formation or limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the General Disclosure Package Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or Adviser; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or the Administrator Adviser, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator FEAC is not (A) in violation of its limited liability company certificate of formation, operating agreement or similar organizational documents, (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 Adviser or the Administrator FEAC is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Adviser or the Administrator FEAC is subject (collectively, the “Adviser/Administrator FEAC Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect or a FEAC Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order order, writ or decree of any Governmental Entity except for such violations or defaults that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a FEAC Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement Company Agreements to which FEAC is a party and the consummation of the transactions contemplated therein and herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) Prospectus, and compliance by the Adviser and the Administrator FEAC with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or FEAC Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Adviser or the Administrator FEAC pursuant to, the Adviser/Administrator FEAC Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults FEAC Repayment Events or liens, charges or encumbrances that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a FEAC Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company certificate of formation, operating agreement or similar organizational documents of the Adviser or Administrator, respectively, FEAC or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentGovernmental Entity. As used herein, government instrumentality a “FEAC Repayment Event” means any event or courtcondition which gives the holder of any note, domestic debenture or foreign, having jurisdiction over the Adviser or the Administrator other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of their assets, properties all or operationsa portion of such indebtedness by FEAC.

Absence of Defaults and Conflicts. Neither the Adviser Depositor nor the Administrator NMAC is in violation of its organizational or charter documents, bylaws, or the Depositor’s limited liability company operating agreement agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator it is a party or by which it or any of them its properties or assets may be bound, which would have a material adverse effect on the Depositor’s or NMAC’s ability to which perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery and performance by each of the Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the property or assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements terms and Instruments”)provisions of, or in violation of constitute a default under, any law, statute, rule, regulation, judgmentor order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, order except where such breach, violation, or decree except for such violations or defaults that default would not reasonably be expected to result in have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of material adverse effect on the transactions contemplated herein and therein and in or on the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus Depositor’s or NMAC’s respective ability to perform its obligations under the caption “Use of Proceeds”Basic Documents, (ii) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with the Depositor’s or constitute a breach ofNMAC’s charter or bylaws or the Depositor’s limited liability company agreement, as the case may be, or default under, or (iii) result in the creation or imposition of any lien, charge or encumbrance Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a material adverse effect on either of the Adviser Depositor’s or NMAC’s ability to perform its respective obligations under the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operationsBasic Documents.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Management Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Management Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities [and, if applicable, the issuance of shares of Common Stock upon conversion of the Securities] and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement Charter or by-laws, each as amended from time to time, 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 Adviser or the Administrator it 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement, the Administration Agreement, the Custodian Agreement, the Transfer Agency and Service Agreement and the Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Investment Advisory Agreement," the "Administration Agreement Agreement," the "Custodian Agreement," the "Transfer Agency Agreement" and the "Auction Agency Agreement" respectively) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities AMPS and the use of the proceeds from the sale of the Securities AMPS as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that would not reasonably be expected to result in a Material Adverse Effect) of the provisions of the limited liability company operating agreement and declaration of trust or by-laws of the Adviser or AdministratorTrust, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Trust or any of their its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the AMPS by the Underwriters pursuant to this 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of limited partnership or certificate of formation, as applicable, or limited partnership operating agreement or limited liability company operating agreement agreement, 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 Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (including the issuance and sale of the Securities and Underlying Securities and the use of the proceeds from the sale of the Securities and Underlying Securities as described in the General Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant toto any Instrument, the Adviser/Administrator Agreements and Instruments as applicable, except for such violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited partnership or limited liability company operating agreement agreement, as applicable, of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not, individually or in the aggregate, reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any Subsidiary is in violation of its limited liability company operating agreement charter, by-laws or similar 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 Adviser Company or the Administrator any 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 Adviser Company or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Indenture, the Registration Rights Agreement and the Administration Agreement Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus 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 General Disclosure Package and the Prospectus Offering Memorandum under the caption “Use of Proceeds”) and compliance by each of the Adviser Company and the Administrator Guarantors with their respective obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Company or the Administrator any Guarantor pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations conflicts, breaches or defaults that or Repayment Events or liens, charges or encumbrances that, 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 limited liability company operating agreement charter or by-laws of the Adviser Company or Administratorthe charter, respectively, by-laws or similar organizational documents of any Guarantor 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 Adviser Company or the Administrator any Guarantor or any of their assets, properties or operations. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Guarantor.

Absence of Defaults and Conflicts. Neither the Adviser Radian Issuer nor the Administrator any of its Subsidiaries is (a) in violation of the provisions of its limited liability company operating agreement charter or by-laws (or similar organizational documents), (b) in default 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 indenture or other agreement or instrument to which the Adviser or the Administrator it is a party or by which it or any of them may be bound, is bound or to which any of its properties is subject, except for any such defaults that would not, individually or in the property aggregate, have a material adverse effect on the condition, financial or assets otherwise, results of operations, business or prospects of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements Radian Issuer and Instruments”)its Subsidiaries taken as a whole, or (c) in violation of any law, statuteordinance, governmental rule, regulationregulation or court decree to which it or its property may be subject, judgment, order or decree except for any such violations or defaults that would not reasonably be expected to result not, individually or in the aggregate, have a Material Adverse Effect; material adverse effect on the condition, financial or otherwise, results of operations, business or prospects of the Radian Issuer and its Subsidiaries taken as a whole. None of (w) the execution, delivery and performance of this Agreement or the Put Agreements to which the Radian Issuer is party, (x) the consummation of the transactions contemplated hereby, thereby or as described in the Offering Memorandum, (y) the issuance, sale and delivery of the applicable Preferred Stock or (z) the compliance by the Radian Issuer with provisions of this Agreement, the Investment Advisory Agreement Put Agreements to which the Radian Issuer is a party, and the Administration Agreement applicable Preferred Stock and the consummation of the transactions contemplated herein and therein contemplated and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and Offering Memorandum will notresult in a breach or violation of, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach ofdefault under, the charter or by-laws or other governing documents of the Radian Issuer or any of its Subsidiaries, or default underany agreement, indenture or other instrument to which the Radian Issuer or any of its Subsidiaries is a party or by which any of them is bound (including, without limitation, the Indenture dated as of May 29, 2001 between Radian Group and First Union National Bank, as trustee, and the Indenture dated as of February 14, 2003 between Radian Group and Wachovia Bank, National Association, as trustee), or to which any of their respective properties is subject, nor will any such action or the performance by the Radian Issuer of its obligations hereunder, thereunder or as described in the Offering Memorandum violate any law, rule, administrative regulation or decree of any court, or any governmental agency or body having jurisdiction over the Radian Issuer, its Subsidiaries or any of their respective properties, or result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any property or assets asset of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator Radian Issuer or any of their assets, properties or operationsits Subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser Corporation nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement articles or 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 Adviser Corporation or any of the Administrator 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 Adviser Corporation or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”"), except where such default, breach or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that conflict would not reasonably be expected to result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance authorization, issuance, sale and sale delivery of the Securities Units and Broker Warrants and the use of the proceeds from the sale of the Securities Units as described in the General Disclosure Package and the Preliminary Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser Corporation with its obligations hereunder, have been or will have been prior to the Closing Time, duly authorized by all necessary corporate action, and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Corporation or any Subsidiary pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation the notice of articles or articles of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Corporation or any 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 Adviser Corporation or the Administrator any Subsidiary or any of their assets, properties or operationsoperations except for such violations or conflicts that would not, singly 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 Corporation or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator Issuer is in violation of its limited liability company operating agreement charter or by-laws or other constituting or organizational document or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator such Issuer is a party or by which it or any of them such Issuer may be bound, or to which any of the property or assets of the Adviser or the Administrator such Issuer is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectEffect and that would not affect the validity of the Series A Equipment Notes or the Class A Certificates; and the execution, execution and delivery and performance by each Issuer of this Agreement, the Investment Advisory Agreement Series A Equipment Notes and the Administration Agreement and Operative Documents to which it is, or is to be, a party, the consummation by such Issuer of the transactions contemplated herein and therein and in the Registration Statementcontemplated, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator such Issuer with their respective its obligations hereunder and under the Investment Advisory Agreement thereunder and the Administration Agreement terms hereof 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 Adviser or the Administrator such Issuer pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Repayment Events or liens, charges or encumbrances that, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectEffect and that would not affect the validity of the Series A Equipment Notes or the Class A Certificates), nor will such action or result in any a violation of the provisions of the limited liability company operating agreement certificate of the Adviser incorporation or Administratorby-laws, respectivelyas amended, or other constituting or organizational document of such Issuer, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government governmental instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or the Administrator such Issuer or any of their its assets, properties or operations, 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 and that would not affect the validity of the Series A Equipment Notes or the Class A Certificates. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment prior to the stated maturity or date of mandatory redemption or repayment thereof of all or a portion of such indebtedness by the Company or the Guarantor, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance Each of this Agreement, the Investment Advisory Management Agreement and the Administration Sub-Advisory Agreement to which such Adviser is a party has each been duly authorized, executed and delivered by such Adviser, and (assuming due authorization, execution and delivery by the consummation other parties thereto) such Agreements to which such Adviser is a party constitute valid and binding obligations of the transactions contemplated herein and therein and Adviser, enforceable in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and except as rights to indemnification and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of any of this Agreement, the Management Agreement or the Sub-Advisory Agreement to which such Adviser is a party nor the performance by such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and under the Investment Advisory Agreement and the Administration Agreement do not and will notprovisions of, whether or constitute, with or without the giving of notice or passage lapse of time or both, conflict with or constitute a breach of, or default under, any agreement or instrument to which such Adviser is a party or by which it is bound, the organizational documents of the Adviser, or to the Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Adviser of the transactions contemplated by this Agreement, the Management Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, NYSE or state securities laws. NO MATERIAL ADVERSE CHANGE. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, there has not occurred any event which would reasonably be expected to have a material adverse effect on the ability of such Adviser to perform its obligations under any of this Agreement, the Management Agreement and the Sub-Advisory Agreement to which it is a party. ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of such Adviser, threatened against or affecting the Adviser or any parent or subsidiary of the Adviser or any partners, directors, officers or employees of the foregoing, whether or not arising in the ordinary course of business, which would reasonably be expected to result in any material adverse change in the creation condition, financial or imposition otherwise, or earnings, business affairs or business prospects of any lienthe Adviser, charge or encumbrance upon any property to materially and adversely affect the properties or assets of the Adviser or to materially impair or adversely affect the Administrator pursuant toability of the Adviser to function as an investment adviser or perform its obligations under the Management Agreement or the Sub-Advisory Agreement to which it is a party, or which is required to be disclosed in the Adviser/Administrator Agreements Registration Statement and Instruments except for the Prospectus (and has not been so disclosed). ABSENCE OF VIOLATION OR DEFAULT. Such Adviser is not in violation of its organizational documents or in default under any agreement, indenture or instrument, where such violations violation or defaults that default would not reasonably be expected to result in have a Material Adverse Effect, nor will material adverse effect on the ability of such action result in any violation Adviser to perform its obligations under either of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser Management Agreement or the Administrator or any of their assets, properties or operations.Sub-Advisory Agreement to which it is a party..

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its subsidiaries is (i) in violation of its limited liability company operating agreement charter, bylaws or other organizational document, (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 Adviser or the Administrator it is a party or by which it or any of them may be bound, bound or to which any of the property or its assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), ) or (iii) in violation of any applicable law, statute, rule, regulation, judgment, order order, writ or decree (including, without limitation, the Equal Opportunity Credit Act (“the EOCA”), the Fair Housing Act (“the FHA”), the Community Reinvestment Act (“the CRA”), the Home Mortgage Disclosure Act (“HMDA”), the GLBA, the BHCA, the Bank Secrecy Act (the “BSA”), the Federal Reserve Act (the “FRA”) and the USA Patriot Act (the “Patriot Act”, and together with the EOCA, the FHA, the CRA, the HMDA, the GLBA, the BHCA, the BSA, the FRA and the regulations promulgated under any of the foregoing, the “Banking Regulations”)) of any state or federal government, governmental authority, agency or instrumentality or court, domestic or foreign (including, without limitation, the Federal Reserve Board (the “FRB”), the Office of the Comptroller of the Currency (the “OCC”), the Department of Treasury (the “Treasury”), the FDIC and any other Regulatory Agency (collectively, the “Banking Regulators”)), except for any such violations default or defaults violation that would not reasonably be expected to result not, individually or in the aggregate, have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreementthe Operative Documents and the Securities by the Company, the Investment Advisory Agreement issuance, sale and delivery of the Administration Agreement and Securities, the consummation of the transactions contemplated herein and therein and in by the Registration Statement, the General Disclosure Package Operative Documents and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) Securities, and compliance by the Adviser Company with the terms of the Operative Documents and the Administrator with their respective obligations hereunder Securities have been duly authorized by all necessary corporate action on the part of the Company, and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, (i) violate, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any any, security interest, mortgage, pledge, lien, charge charge, encumbrance, claim or encumbrance equitable right upon any property or assets of the Adviser Company or the Administrator Subsidiary pursuant to, any of the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect(including, nor will such action without limitation, the Revolving Credit Agreement), (ii) result in any violation of the provisions any provision of the limited liability company operating agreement charter, bylaws or other organizational document of the Adviser Company or Administrator, respectively, the Subsidiary or (iii) result in any violation by the Company or the Subsidiary of any applicable law, statute, rule, regulation, judgment, order, writ or decree (including, without limitation, the Banking Regulations) of any state or federal government, government governmental authority, agency or instrumentality or court, domestic or foreignforeign (including, having jurisdiction over without limitation, the Adviser Banking Regulators). 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 the Administrator or any of their assets, properties or operationsSubsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Company is not in violation of its limited liability company operating agreement articles of incorporation or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator Company 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 Adviser or the Administrator Company is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would as have not resulted, and are not reasonably be expected to result result, in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture and the Administration Agreement Securities, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds”Prospectus) and compliance by the Adviser and Company with its obligations hereunder, under the Administrator with their respective obligations hereunder Indenture and under the Investment Advisory Agreement terms of the Securities, have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lienLien (as defined below), charge or encumbrance other than the Lien of the Indenture, upon any property or assets of the Adviser or the Administrator Company pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults that Liens as 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 limited liability company operating agreement articles of incorporation or by-laws of the Adviser or Administrator, respectively, Company 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 Adviser or the Administrator Company or any of their its assets, properties or operations. As used herein, a “Repayment Event” means any event or condition 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.

Absence of Defaults and Conflicts. Neither the The Adviser nor the Administrator is not in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Adviser Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not be reasonably be expected likely to result in a Material Adverse Effect or an Adviser’s Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Kenmont Sub-Advisory Agreement, the Administrative Services Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement have been duly authorized by all necessary corporate action and the Administration 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 Adviser 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 Adviser or the Administrator pursuant to, the Adviser/Administrator Adviser Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectivelyAdviser, 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 Adviser or the Administrator or any of their its assets, properties or operations. As used herein, an “Adviser 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 Adviser.

Absence of Defaults and Conflicts. Neither the Adviser Manager nor the Administrator is in violation of its limited partnership agreement or limited liability company operating agreement agreement, 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 Adviser Manager or the Administrator 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 Adviser Manager or the Administrator is subject (collectively, the “AdviserManager/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser Manager and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Manager or the Administrator pursuant to, the AdviserManager/Administrator Agreements and Instruments except for such violations or defaults 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 limited partnership agreement of the Manager or the limited liability company operating agreement of the Adviser or Administrator, respectively, Administrator 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 Adviser Manager or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither The Purchaser and the Adviser nor the Administrator is Jump Subsidiaries are not in violation of its limited liability company their respective articles of incorporation, memorandum of association, certificate of formation, bylaws, operating agreement or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, agreement, lien, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator it is a party or by which it or any of them may be is bound, or to which any either of the property or assets of Purchaser or any of the Adviser or the Administrator Jump Subsidiaries is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in except where the violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would could not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect; and the execution, execution and delivery of and performance of under this Agreement, the Investment Advisory Agreement Transaction Documents and the Administration Agreement any other Agreements and Instruments, and the consummation of the transactions contemplated herein and or therein and in (including without limitation the Registration Statement, issuance of the General Disclosure Package Initial Consideration Shares and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”Deferred Consideration Shares) and compliance by the Adviser Purchaser and the Administrator Jump Subsidiaries with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement thereunder, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, of or a default under, or result in the creation or imposition of any lien, charge or encumbrance Encumbrance upon any property or assets of the Adviser Purchaser or the Administrator any Jump Subsidiary pursuant to, the Adviser/Administrator to such Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action actions result in any violation of the or require any notice, consent or waiver or trigger any change of control provisions of the limited liability company articles of incorporation or formation, bylaws, operating agreement or other organizational documents of the Adviser Purchaser or Administrator, respectively, any Jump Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality court or court, domestic or foreign, governmental authority having jurisdiction over the Adviser or the Administrator Purchaser, any Jump Subsidiary or any of their assets, properties respective assets or operationsproperties.

Absence of Defaults and Conflicts. Neither the Adviser Manager nor the Administrator is in violation of its limited partnership agreement or limited liability company operating agreement agreement, 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 Adviser Manager or the Administrator 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 Adviser Manager or the Administrator is subject (collectively, the “AdviserManager/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the Statement and General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser Manager and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Manager or the Administrator pursuant to, the AdviserManager/Administrator Agreements and Instruments except for such violations or defaults 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 limited partnership agreement of the Manager or the limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser Manager or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither Except as otherwise disclosed in the Adviser Registration Statement, the Prospectus and the General Disclosure Package, neither the Company nor the Administrator any of its Subsidiaries is in violation of its limited liability company operating agreement charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser Company or the Administrator 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 Adviser Company or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ) except for such violations or defaults that would could not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement Underwriting Agreements and the consummation of the transactions contemplated herein and therein and herein, in the Registration StatementDeposit Agreement, the General Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package Registration Statement and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Company or the Administrator any Subsidiary pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would could not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (i) the limited liability company operating agreement charter or by-laws of the Adviser Company or Administrator, respectively, any 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 Adviser Company or the Administrator any Subsidiary or any of their assets, properties or operations, provided in the case of (ii) only, except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator Parent nor any of their respective subsidiaries is in violation of its limited liability company operating agreement Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed except (solely in the case of trust, loan or credit agreement, note, lease or Company Documents other agreement or instrument to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and than Subject Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except ) for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement Intercompany Agreements and the Administration Existing Credit Agreement and the consummation of the transactions contemplated herein and herein, therein and in the Registration Statement, the General Disclosure Package U.S. Prospectus, the Canadian Prospectus and the Statutory Prospectus (including the Pre-Closing Transactions, the Debt Exchange, the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the U.S. Prospectus, the Canadian Prospectus and the Statutory Prospectus constituting a part of the General Disclosure Package and the Prospectus under the caption captions “Prospectus Summary—The Offering” and “Use of Proceeds”) and compliance by the Adviser Company and the Administrator Parent with their respective obligations hereunder and under this Agreement, the Investment Advisory Agreement Intercompany Agreements and the Administration Existing Credit Agreement did not, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Adviser Company, the Parent or the Administrator any of their respective subsidiaries pursuant to, any Company Documents, except (solely in the Adviser/Administrator Agreements and Instruments except case of Company Documents other than Subject Instruments) for such violations conflicts, breaches, defaults or defaults Liens that would not reasonably be expected to result in a Material Adverse Effect, nor did, does or will such action result in any violation of the provisions of the limited liability company operating agreement Organizational Documents of the Adviser Company or Administrator, respectively, any of its subsidiaries or the Parent 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 Adviser Company or any of its subsidiaries or the Administrator Parent or any of their respective assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator The Trust is not in violation of its limited liability company operating agreement Charter or by-laws, each as amended from time to time, 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 Adviser or the Administrator it 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 Adviser or the Administrator Trust is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory and Management Agreement, the Custody Agreement, the Stock Transfer Agency Agreement, the Administration, Bookkeeping and Pricing Services Agreement and the Auction Agency Agreement referred to in the Registration Statement (as used herein, the "Investment Advisory Agreement," the "Custody Agreement," the "Transfer Agency Agreement," the "Administration Agreement Agreement" and the "Auction Agency Agreement," respectively) and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities AMPS and the use of the proceeds from the sale of the Securities AMPS as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Trust with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator Trust pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances that would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that would not reasonably be expected to result in a Material Adverse Effect) of the provisions of the limited liability company operating agreement and declaration of trust or by-laws of the Adviser or AdministratorTrust, respectivelyeach as amended from time to time, 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 Adviser or the Administrator Trust or any of their its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the AMPS by the Underwriters pursuant to this 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 behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust.

Absence of Defaults and Conflicts. Neither This Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, each agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its respective terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and public policy and except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights and remedies generally (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Sub-Advisory Agreement nor the Administrator is in violation performance by the Sub-Adviser of its limited liability company operating agreement obligations hereunder 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 Adviser or the Administrator is a party or by which it or any of them may be boundthereunder will conflict with, or to which result in a breach of any of the property or assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements terms and Instruments”)provisions of, or in violation of any lawconstitute, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage lapse of time or both, conflict with a default under any agreement or constitute instrument to which the Sub-Adviser is a breach ofparty or by which it is bound and which would result in any material adverse change in the condition, financial or otherwise, or default underearnings, business affairs or business prospects of the Sub-Adviser, or result in materially and adversely affect the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Sub-Adviser or have a material adverse effect on the Administrator pursuant toability of the Sub-Advisor to perform its obligations hereunder and under the Sub-Advisory Agreement, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor will such action result in any violation organizational documents of the provisions of Sub-Adviser or, to the limited liability company operating agreement of the Adviser or AdministratorSub-Adviser's knowledge, respectively, or by any applicable law, statute, rule, regulation, judgment, order, writ decree, rule or decree regulation applicable to it of any governmentjurisdiction, government instrumentality or court, domestic federal or foreignstate regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Sub-Adviser or the Administrator or any of their assets, its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Sub-Adviser of the transactions contemplated by this Agreement or the Sub-Advisory Agreement to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Absence of Defaults and Conflicts. Neither the Adviser Depositor nor the Administrator NMAC is in violation of its limited liability company operating agreement organizational or charter documents, bylaws, or the Depositor LLC Agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator it is a party or by which it or any of them its properties or assets may be bound, which would have a material adverse effect on the Depositor’s or NMAC’s ability to which perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery and performance by each of the Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the property or assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements terms and Instruments”)provisions of, or in violation of constitute a default under, (Nissan 2010-B Underwriting Agreement) any law, statute, rule, regulation, judgmentor order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, order except where such breach, violation, or decree except for such violations or defaults that default would not reasonably be expected to result in have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of material adverse effect on the transactions contemplated herein and therein and in or on the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus Depositor’s or NMAC’s respective ability to perform its obligations under the caption “Use of Proceeds”Basic Documents, (ii) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with the Depositor’s or constitute a breach ofNMAC’s charter or bylaws or the Depositor LLC Agreement, as the case may be, or default under, or (iii) result in the creation or imposition of any lien, charge or encumbrance Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a material adverse effect on either of the Adviser Depositor’s or NMAC’s ability to perform its respective obligations under the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operationsBasic Documents.

Absence of Defaults and Conflicts. Neither the Adviser Depositor nor the Administrator NMAC is in violation of its limited liability company operating agreement organizational or charter documents, bylaws, or the Depositor LLC Agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement, contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator it is a party or by which it or any of them its properties or assets may be bound, which would have a material adverse effect on the Depositor’s or NMAC’s ability to which perform its respective obligations under the Basic Documents or on the validity or enforceability thereof. The execution, delivery and performance by each of the Depositor or NMAC, as the case may be, of the Basic Documents, and the issuance and sale of the Notes and compliance with the terms (Nissan 2011-B Underwriting Agreement) 8 and provisions thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, (i) result in a breach or violation of any of the property or assets of the Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements terms and Instruments”)provisions of, or in violation of constitute a default under, any law, statute, rule, regulation, judgmentor order of any governmental agency or body or any court having jurisdiction over the Depositor or NMAC or their respective properties or any agreement or instrument to which either is a party or by which either is bound or to which any of their respective properties are subject, order except where such breach, violation, or decree except for such violations or defaults that default would not reasonably be expected to result in have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of material adverse effect on the transactions contemplated herein and therein and in or on the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus Depositor’s or NMAC’s respective ability to perform its obligations under the caption “Use of Proceeds”Basic Documents, (ii) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with the Depositor’s or constitute a breach ofNMAC’s charter or bylaws or the Depositor LLC Agreement, as the case may be, or default under, or (iii) result in the creation or imposition of any lien, charge or encumbrance Lien (except as permitted by the Basic Documents) upon any of the Depositor’s or NMAC’s property or assets is subject, except for Liens that, individually or in the aggregate, will not have a material adverse effect on either of the Adviser Depositor’s or NMAC’s ability to perform its respective obligations under the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operationsBasic Documents.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating agreement certificate of formation or 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Prospectus and the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and Distribution Agreements or the Administration Agreement Company Agreements and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Underwritten Securities [and, if applicable, the issuance of shares of Common Stock upon conversion of the Preferred Stock] and the use of the proceeds from the sale of the Underwritten Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any Subsidiary is (i) in violation of its charter, bylaws or limited liability company operating agreement agreement, as applicable, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser or the Administrator it 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 Adviser Company or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”) except, in the case of clause (ii), for any defaults which, singularly or in violation of any lawthe aggregate, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectChange; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and Catarina Agreement, the consummation of the transactions contemplated herein and therein and in the Registration Statementby, the General Disclosure Package and the Prospectus (compliance by the Company with its obligations under, this Agreement and the Catarina Agreement, 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 Time of Sale Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do ,” does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the properties or assets of the Adviser Company or any Subsidiary pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for liens, security interests or similar encumbrances under the Debt Instruments with respect to the properties to be acquired pursuant to the Catarina Agreement and for such violations conflicts, breaches, defaults, Repayment Events, liens, charges or defaults that encumbrances which, singularly or in the aggregate, would not reasonably be expected to result in a Material Adverse EffectChange, nor will such action result in any violation of the provisions of the limited liability company operating agreement certificate of incorporation or bylaws of the Adviser Company, or Administrator, respectively, any related constituent document of any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Company or the Administrator any Subsidiary or any of their assets, properties or operations, except where such violation of any applicable law, statute, rule, regulation, judgment, order, writ, or decree of any government, government instrumentality or court, domestic or foreign, would not result in a Material Adverse Change. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser Company nor the Administrator any of its subsidiaries is in violation of its charter or bylaws, its partnership agreement, declaration of trust or trust agreement, or its limited liability company operating 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 Adviser Company or the Administrator any of its subsidiaries is a party or by which it or any of them may be bound, bound or to which any of the property respective properties or assets of the Adviser Company or the Administrator any subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in have a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement any Confirmations and the Administration Agreement any Terms Agreements and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares and any Confirmation Shares (as defined below) by the Company and the use of the proceeds from the sale of the Securities Shares and any Confirmation Shares as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder and under the Investment Advisory Agreement thereunder have been duly authorized by all necessary corporate action and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Company or the Administrator any subsidiary pursuant to, the Adviser/Administrator Agreements and Instruments any Agreement or Instrument, except for such violations conflicts, breaches or defaults that or liens, charges or encumbrances that, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or bylaws of the Adviser or Administrator, respectively, Company or any applicable law, statute, rule, regulation, or governmental or court judgment, order, writ or decree. Neither the Company nor any of its subsidiaries is subject to any governmental or court judgment, order, writ or decree that is material with respect to the Company and its subsidiaries considered as one enterprise. As used herein, a “Repayment Event” means any event or condition which gives the holder of any governmentnote, government instrumentality debenture or courtother evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, domestic redemption or foreign, having jurisdiction over repayment of all or a portion of such indebtedness by the Adviser Company or any subsidiary of the Administrator Company or any of their assets, properties or operationsits subsidiaries.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator THL Advisors is not (A) in violation of its limited liability company certificate of formation, operating agreement or similar organizational documents, (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 Adviser or the Administrator THL Advisors is a party or by which it or any of them may be bound, bound or to which any of the property properties or assets of the Adviser or the Administrator THL Advisors is subject (collectively, the “Adviser/Administrator THL Advisors Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order order, writ or decree of any Governmental Entity except for such violations or defaults that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement Company Agreements to which THL Advisors is a party and the consummation of the transactions contemplated therein and herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) Prospectus, and compliance by the Adviser and the Administrator THL Advisors with their respective its obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or THL Advisors Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property properties or assets of the Adviser or the Administrator THL Advisors pursuant to, the Adviser/Administrator THL Advisors Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults THL Advisors Repayment Events or liens, charges or encumbrances that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse Effect or a THL Advisors Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company certificate of formation, operating agreement or similar organizational documents of the Adviser or Administrator, respectively, THL Advisors or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any governmentGovernmental Entity. As used herein, government instrumentality a “THL Advisors Repayment Event” means any event or courtcondition which gives the holder of any note, domestic debenture or foreign, having jurisdiction over the Adviser or the Administrator other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of their assets, properties all or operationsa portion of such indebtedness by THL Advisors.

Absence of Defaults and Conflicts. Neither Except as otherwise disclosed in the Adviser Registration Statement, the Prospectus and the General Disclosure Package, neither the Company nor the Administrator any of its Subsidiaries is in violation of its limited liability company operating agreement charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Adviser Company or the Administrator 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 Adviser Company or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would could not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement Underwriting Agreements and the consummation of the transactions contemplated herein and therein and herein, in the Registration StatementDeposit Agreement, the General Disclosure Package Registration Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package Registration Statement and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator Company with their respective its obligations hereunder have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Company or the Administrator any Subsidiary pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches, defaults or defaults Repayment Events or liens, charges or encumbrances that would could not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions of (i) the limited liability company operating agreement charter or by-laws of the Adviser Company or Administrator, respectively, any 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 Adviser Company or the Administrator any Subsidiary or any of their assets, properties or operations, provided in the case of (ii) only, except for such violations that would not have a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser Corporation nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement articles or 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 Adviser Corporation or any of the Administrator 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 Adviser Corporation or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), except where such default, breach or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that conflict would not reasonably be expected to result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation each of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Transaction Documents (including the issuance authorization, issuance, sale and sale delivery of the Securities Initial Shares and any Over-Allotment Shares and the use of the proceeds from the sale of the Securities such securities as described in the General Disclosure Package and the Prospectus Supplements under the caption “Use of Proceeds”) and compliance by the Adviser Corporation with its obligations hereunder, have been or will be duly authorized by all necessary corporate action, and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Corporation or any Subsidiary pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation a conflict with the articles or by-laws of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Corporation or any 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 Adviser Corporation or the Administrator any Subsidiary or any of their assets, properties or operationsoperations 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 Corporation or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Prospectus and the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “"Adviser/Administrator Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance of the Rights pursuant to the terms of the Rights Offering, the issuance and sale of the Securities pursuant to the terms of the Rights Offering and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”") and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations conflicts, breaches, defaults, liens, charges or defaults encumbrances 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.

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

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its certificate of formation or limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”)subject, or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Pricing Disclosure Package and the Prospectus (including the issuance and sale of the Securities Shares and the use of the proceeds from the sale of the Securities Shares as described in the General Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective its obligations hereunder and under the Investment Advisory Agreement and by the Administrator with its obligations hereunder and under the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments to such Agreement except for such violations or defaults that would not reasonably be expected to result in a an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, or ; nor will such action result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser or Adviser, the Administrator Administrator, or any of their respective assets, properties or operationsoperations except for such violations that would not reasonably be expected to result in an Adviser Material Adverse Effect or an Administrator Material Adverse Effect, as applicable.

Absence of Defaults and Conflicts. Neither the Adviser Corporation nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement articles or 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 Adviser Corporation or any of the Administrator 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 Adviser Corporation or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), except where such default, breach or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that conflict would not reasonably be expected to result in have a Material Adverse Effect; and the . The execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation each of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Transaction Documents (including the issuance authorization, issuance, sale and sale delivery of the Securities Initial Shares and any Over-Allotment Shares and the use of the proceeds from the sale of the Securities such securities as described in the General Disclosure Package and the Prospectus Supplements under the caption “Use of Proceeds”) and compliance by the Adviser Corporation with its obligations hereunder, have been or will be duly authorized by all necessary corporate action, and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Corporation or any Subsidiary pursuant to the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults that would not reasonably be expected to result in a Material Adverse EffectInstruments, nor will such action result in any violation a conflict with the articles or by-laws of the provisions of the limited liability company operating agreement of the Adviser or Administrator, respectively, Corporation or any 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 Adviser Corporation or the Administrator any Subsidiary or any of their assets, properties or operationsoperations except for such violations or conflicts that would not, singly 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 Corporation or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser Company nor any of the Administrator Subsidiaries is in violation of its limited liability company operating agreement charter or by-laws or similar 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 Adviser Company or any of the Administrator 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 Adviser Company or the Administrator any Subsidiary is subject (collectively, the “Adviser/Administrator "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree ") except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement Indenture and the Administration Agreement Securities and the consummation of the transactions contemplated herein and therein in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “"Use of Proceeds”" and the issuance of the shares of Common Stock issuable upon conversion of the Securities) and compliance by the Adviser Company with its obligations under this Agreement, the Indenture and the Administrator with their respective obligations hereunder Securities have been duly authorized by all necessary corporate action and under the Investment Advisory Agreement and the Administration Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser Company or the Administrator any Subsidiary pursuant to, the Adviser/Administrator Agreements and Instruments (except for such violations conflicts, breaches or defaults or liens, charges or encumbrances 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 limited liability company operating agreement charter or by-laws or similar documents of the Adviser Company or Administrator, respectively, any Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Adviser Company or the Administrator any Subsidiary or any of their assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

Absence of Defaults and Conflicts. Neither the Adviser nor the Administrator is in violation of its limited liability company operating 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 to which the Adviser or the Administrator 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 Adviser or the Administrator is subject (collectively, the “Adviser/Administrator Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree except for such violations or defaults that would not reasonably be expected to result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Investment Advisory Agreement and the Administration Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the issuance of the Underlying Securities upon conversion thereof and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Adviser and the Administrator with their respective obligations hereunder and under the Investment Advisory Agreement and the Administration 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 under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Adviser or the Administrator pursuant to, the Adviser/Administrator Agreements and Instruments except for such violations or defaults 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 limited liability company operating agreement of the Adviser or Administrator, respectively, 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 Adviser or the Administrator or any of their assets, properties or operations.