Common use of Absence of Violations, Defaults and Conflicts Clause in Contracts

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries is (A) in violation of its 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 Company or the Subsidiaries is a party or by which it or the Subsidiaries may be bound or to which any of the properties or assets of the Company or the Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would 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 (x) the provisions of the organizational documents of the Company or the Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. 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 or the Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the its Subsidiaries is (A) in violation of its charter, by-laws bylaws 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 Company or the any of its Subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that have been waived or would not, individually singly or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The execution, delivery and performance of both this Agreement and the Alternative Agreements and the consummation of the transactions contemplated herein by this Agreement and the Alternative Agreements 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 therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder under this Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that have been waived or would not, individually singly or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents document of the Company or the any of its Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 any of its Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the its Subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the any of its Subsidiaries is a party or by which it or the Subsidiaries any of them may be bound bound, or to which any of the properties or assets of the Company or the Subsidiaries any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except except, in the case of clauses (B) and (C) of this paragraph (xiv), for such defaults or violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Company 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 and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by each of the Company and SVCP with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would 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 (x1) the provisions of the charter, by-laws or similar organizational documents document of the Company or the any of its Subsidiaries or (y2) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (except for such violations of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations Entity as would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or the any of its Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither Except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company nor or any of the Subsidiaries its subsidiaries is (A) in violation or default of (i) any provision of its charter, by-laws bylaws or similar organizational documents, any equivalent governance document; (Bii) in default in the performance or observance terms of any obligationindenture, agreement, covenant or condition contained in any contract, indenturelease, mortgage, deed of trust, loan or credit note agreement, note, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Company or the Subsidiaries it is a party or by which it or the Subsidiaries may be bound or to which any of the properties or assets of the Company or the Subsidiaries its property is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, subject; or (Ciii) in violation of any statute, law, statute, rule, regulation, judgment, order, writ order or decree applicable to the Company or any of its subsidiaries of any arbitrator, court, governmental body, regulatory body, administrative agency agency, governmental body, arbitrator or other authority, body or agency authority having jurisdiction over the Company or the Subsidiaries Company, its subsidiaries or any of their respective properties, assets or operations properties (each, a “Governmental EntityAuthority”), except for as applicable, other than in the cases of clauses (i) (if such entity is not the Company or a “Significant Subsidiary” (as defined in Rule 1-02(x) of Regulation S-X under the 1933 Act), (ii) and (iii), such violations and defaults that would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effect. The execution, None of the execution and delivery and performance of this the Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by (including the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not sale of the Securities) will conflict with or constitute result in a breach of, or default or Repayment Event (as defined below) under, or result in the creation violation of or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any of the its Significant Subsidiaries pursuant toto (i) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Agreements Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (ii) any statute, law, rule, regulation, judgment, order or decree of any Governmental Authority, other than in the cases of clauses (i) and Instruments (except for ii), such conflicts, breaches, defaults or Repayment Events or violations, liens, charges charges, or encumbrances that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect), nor will such action ; or result in any the violation of (x) the provisions of the organizational documents charter, bylaws or any equivalent governance document of the Company or the Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. 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 or the its Significant Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations operations, whether federal, state, foreign or otherwise, (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties property or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Company nor any of and the Operating Subsidiaries (collectively, the “Company Entities”) is (A) in violation of its charter, by-laws or similar organizational documents, (B) in violation or breach of or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the any such Company or the Subsidiaries Entity is a party or by which it or the Subsidiaries may be bound or to which any of the properties or assets of any of the Company or the Subsidiaries Entities is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over any of the Company or the Subsidiaries Entities or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in hereby will not, whether with or without the Registration Statementgiving of notice or passage of time or, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict with require consent under, or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any properties or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances Liens that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect), nor will such action actions (i) result in any violation of (x) the provisions of the organizational documents of any of the Company Entities, (ii) conflict with or constitute a breach of, or a default or a Repayment Event (as defined below) under, or result in the Subsidiaries creation or imposition of any Lien upon any property or assets of any of the Company Entities pursuant to, or require the consent of any other party to, any Agreements and Instruments, except for such conflicts, breaches, defaults or Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (yiii) result in any violation of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), except for such violations as would not not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 any of the Company or the SubsidiariesEntities.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, except, solely with respect to the Company’s subsidiaries that are not Subsidiaries, for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x1) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (y2) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with, respect to (1), solely with respect to clause the subsidiaries of the Company, such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect and, with respect to respect to (y2), such violations as that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries Subsidiary is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any Subsidiary is a party or by which it or the Subsidiaries they may be bound or to which any of the properties or assets of the Company or the Subsidiaries any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Deposit 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 deposit with the Depositary of the Underlying Ordinary Shares and the use of the proceeds from the sale of the Securities as described therein under the heading “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the its Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 its Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company and the Operating Partnership with its their respective obligations hereunder have been duly authorized by all necessary corporate or limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (xi) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (yii) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the its Subsidiaries is (A) in violation of its certificate of incorporation, charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the any of its Subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents document of the Company or the any of its Subsidiaries or (y) subject to compliance by all necessary persons with the applicable provisions of the Change in Bank Control Act of 1978 and Regulation Y promulgated in part thereunder, any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to to, singly or in the aggregate, result in a Material Adverse Effect. 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 or the Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the The Company nor any of the Subsidiaries is not (A) in violation of its charter, by-laws bylaws or similar organizational documentsdocument, each as amended or supplemented as of the date of this Agreement, the Closing Time and any Date of Delivery, as applicable, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries is a party or by which it or the Subsidiaries may be bound or to which any of the properties or assets of the Company or the Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries or any of their its respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Management Agreement, 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 therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of (a) the charter, bylaws or similar organizational documents document of the Company or the Subsidiaries or (yb) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause in the case of (y)b) above, such violations as for any violation that would not reasonably be expected expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 SubsidiariesCompany.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any None of the Subsidiaries Partnership or the General Partner (collectively, the “Partnership Entities”) is (A) in violation of its charter, by-laws or similar organizational documents, (B) in violation or breach of or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any such Partnership Entity is a party or by which it or the Subsidiaries may be bound or to which any of the properties or assets of any of the Company or the Subsidiaries Partnership Entities is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over any of the Company or the Subsidiaries Partnership Entities or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in hereby will not, whether with or without the Registration Statementgiving of notice or passage of time or, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict with require consent under, or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any properties or assets of the Company or any of the Subsidiaries Partnership pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances Liens that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect), nor will such action actions (i) result in any violation of (x) the provisions of the organizational documents of any of the Company Partnership Entities, (ii) conflict with or constitute a breach of, or a default or a Repayment Event (as defined below) under, or result in the Subsidiaries creation or imposition of any Lien upon any property or assets of any of the Partnership Entities pursuant to, or require the consent of any other party to, any Agreements and Instruments, except for such conflicts, breaches, defaults or Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (yiii) result in any violation of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), except for such violations as would not not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 any of the Company or the SubsidiariesPartnership Entities.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (Ai) in violation of its charter, by-laws bylaws or similar organizational documentsdocument, (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any one of them may be bound bound, or to which any of the their respective properties or assets of the Company or the Subsidiaries is are subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (Ciii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Shares) and compliance by the Company and its subsidiaries with its their respective obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or Events, liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or any of its subsidiaries or, except as would not be reasonably expected to result in a Material Adverse Effect and adversely affect the Subsidiaries or (y) consummation of the transactions contemplated in this Agreement, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the its Subsidiaries is (A) in violation of its charter, by-laws certificate of incorporation or bylaws (or similar organizational documentsdocument), (B) in default in the performance breach or observance violation of any obligationstatute, agreementjudgment, covenant decree, order, rule or condition contained regulation applicable to it or any of its properties or assets or (C) in breach or default under (nor has any contractevent occurred which, with notice or passage of time or both, would constitute a default under) or in violation of any of the terms of provisions of any indenture, mortgage, deed of trust, loan or credit agreement, note, lease lease, license, franchise agreement, permit, certificate, contract or other agreement or instrument to which the Company or the Subsidiaries it is a party or by which it or the Subsidiaries may be bound or to which any of the their respective properties or assets of the Company or the Subsidiaries is are subject (collectively, “Agreements and InstrumentsContracts”), except except, in the case of (B) and (C), for any such defaults that breach, default, violation or event (i) which would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect or (ii) which has been waived by the other party. The execution, delivery and performance by the Company and the Subsidiaries, to the extent each is a party thereto, of each of the Transaction Agreements and the consummation by the Company and the Subsidiaries of the transactions contemplated hereby and thereby, and the fulfillment of the terms hereof and thereof, will not conflict with or constitute or result in a Material Adverse Effectbreach of or a default under (or an event which with notice or passage of time or both would constitute a default under) or violation of any of (A) the terms or provisions of any Contract, except for any such conflict, breach, violation, default or event which has been waived by the other party, (B) the certificate of incorporation or bylaws (or similar organizational document) of the Company or its Subsidiaries or (C) in violation of (assuming compliance with all applicable federal and state securities or “Blue Sky” laws) any law, statute, rule, regulation, judgment, decree, order, writ rule or decree regulation of any arbitrator, court, court or governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over applicable to the Company or the Subsidiaries or any of their respective properties, properties or assets or operations (each, a “Governmental Entity”), except except, in the case of clause (A) or (C), for any such violations that conflict, breach or violation which would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would 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 (x) the provisions of the organizational documents of the Company or the Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. 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 or the Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), including, without limitation, the International Maritime Organization, except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties properties, assets or assets operations of the Company or the Subsidiaries any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and compliance by sale of the Company with its obligations hereunder Notes and the use of the proceeds from the sale of the Notes as described therein under the caption “Use of Proceeds”) have been duly authorized by all necessary corporate requisite action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties properties, assets or assets operations of the Company or any of the Subsidiaries its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that which gives the holder of any note, debenture or other evidence of indebtedness financing instrument (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 the related financing by the Company or the Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties properties, assets or assets operations of the Company or the Subsidiaries any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Operative Documents and the consummation of the transactions contemplated herein 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 therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder under the Operative Documents have been duly authorized by all necessary corporate requisite action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties properties, assets or assets operations of the Company or any of the Subsidiaries its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither The execution, delivery and performance by the Company nor of this Agreement and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance and sale of the Shares to or through the Agents) will not conflict with or constitute or result in a breach of or a default under (or an event that with notice or passage of time or both would constitute a default under) or violation of any of (i) the Subsidiaries is (A) in violation of its charter, by-laws terms or similar organizational documents, (B) in default in the performance or observance provisions of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries is a party or by which it or the Subsidiaries may be bound or to which any of the properties or assets of the Company or the Subsidiaries is subject Contract (collectively, “Agreements and Instruments”as defined below), except for any such defaults conflict, breach, violation, default or event that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (ii) the certificate of incorporation or bylaws (Cor similar organizational document) in violation of the Company or any lawof its subsidiaries, (iii) (assuming compliance with all applicable state securities or “Blue Sky” laws) any statute, rule, regulation, judgment, decree, order, writ rule or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over regulation applicable to the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, properties or assets or operations (eachiv) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, a without limitation, the rules and regulations of the New York Stock Exchange (“Governmental EntityNYSE”)), except for any such violations conflict, breach, violation, default or event that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herein and in the Registration Statementhereby (including, without limitation, the General Disclosure Package issuance and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets sale of the Company Shares to or any of through the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor Agents) will such action result in any violation of (x) the provisions of the organizational documents of the Company or the Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any constitute an event or condition that gives 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 its subsidiaries, except for any such event or condition that would not, individually or in the Subsidiariesaggregate, have a Material Adverse Effect.

Absence of Violations, Defaults and Conflicts. A. Neither the Company nor any of the its Subsidiaries is (A1) in violation of its articles of incorporation, charter, by-laws bylaws, code of regulations or similar organizational documentsdocument, (B2) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the any of its Subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C3) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. . B. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action actions result in any violation of (x) the provisions of the charter, bylaws, code of regulations or similar organizational documents document of the Company or the any of its Subsidiaries or (y) subject to compliance by all necessary persons with the applicable provisions of the Change in Bank Control Act of 1978 and Regulation Y promulgated in part thereunder, any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, except with respect to clause (y), such violations as would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or the Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (Ai) in violation of its charter, by-laws bylaws or similar organizational documentsdocument, (Bii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any one of them may be bound bound, or to which any of the their respective properties or assets of the Company or the Subsidiaries is are subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (Ciii) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (including the issuance and sale of the Shares) and compliance by the Company and its subsidiaries with its their respective obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or Events, liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or any of its subsidiaries or, except as would not be reasonably expected to result in a Material Adverse Effect and adversely affect the Subsidiaries or (y) consummation of the transactions contemplated in this Agreement, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its Memorandum and Articles of Association, charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (xi) the provisions of the Memorandum and Articles of Association, charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (yii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to in the case of clause (y)ii) above, for such violations as that would not not, singly or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect and as would not materially and adversely affect the consummation of the transactions contemplated in this Agreement. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Company nor Operating Partnership, any of the Subsidiaries is Guarantors or (A) any of their respective “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) is in violation of its charter, by-laws bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or similar other organizational documentsdocument, (B) any of their respective subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Operating Partnership, any of the Guarantors or the Subsidiaries any of their respective subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties their respective Properties, assets or assets of the Company or the Subsidiaries operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) any of their respective subsidiaries is in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or Operating Partnership, any of the Subsidiaries Guarantors or any of their respective propertiessubsidiaries or their respective Properties, assets or operations (each, a “Governmental EntityAuthority”), except for such violations that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Operative Documents and the consummation of the transactions contemplated herein or 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 Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Operating Partnership and each of the Guarantors with its their respective obligations hereunder and thereunder, as applicable, have been duly authorized by all necessary corporate action corporate, limited partnership or proprietary limited, limited, or unlimited liability corporation action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Properties, assets or operations of the Operating Partnership, any of the Guarantors or any of the Subsidiaries their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or defaults, Repayment Events or Events, liens, charges or encumbrances that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (xi) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documents document, as applicable, of the Company Operating Partnership, any of the Guarantors or the Subsidiaries any of their respective “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) or (yii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental EntityAuthority, except, with respect to except in the case of clause (y)ii) only, for any such violations as violation that would not reasonably be expected to to, singly or in the aggregate, result in a Material Adverse Effect. 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 or the Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any subsidiary is in violation or default of the Subsidiaries is (A) in violation any provision of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance terms of any obligationindenture, agreement, covenant or condition contained in any contract, indenturelease, mortgage, deed of trust, loan or credit note agreement, note, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which the Company or the Subsidiaries it is a party or by which it or the Subsidiaries may be bound or to which any of the properties or assets of the Company or the Subsidiaries its property is subject (collectively, “Agreements and Instruments”), or (C) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable (each, a “Governmental Entity”), except in the case of (B) and (C) above for any such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. The execution, delivery and performance of this Agreement each of the Transaction Agreements and the consummation of the transactions contemplated herein and therein, 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 therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (1) conflict with or constitute result in a breach or violation of any of the terms or provisions of, or constitute a default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties of the property or assets of the Company or any of the its Subsidiaries pursuant toto the terms of, the any Agreements and Instruments Instruments, (except 2) result in any violation of the provisions of the charter or the by-laws of the Company, or (3) result in a violation of any statute or any order, rule or regulation of any Governmental Entity, except, in the case of (1) and (3), for any such conflicts, breaches, defaults or Repayment Events or liensviolations, charges or encumbrances that would notlien, charge, encumbrance, which would, not individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect), nor will such action result in any violation of (x) Effect or affect the provisions validity of the organizational documents Securities or the legal authority of the Company to comply with the Securities or the Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. 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 or the Subsidiariesthis Agreement.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, 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 properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would 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 (xA) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (yB) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, Entity (except, with respect to clause in the case of (yB), for such violations as that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Purchase Agreement and the consummation of the transactions contemplated herein and in the Purchase Agreement, the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder and in the Purchase Agreement have been duly authorized by all necessary corporate action and do will not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any statute or (y) any law, statute, rule, regulation, judgment, order, writ regulation or decree order of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries The Bank is not (A) in violation of its charterCharter, byBy-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries Bank is a party or by which it or the Subsidiaries may be bound or to which any of the properties properties, assets or assets operations of the Company or the Subsidiaries Bank is subject (collectively, “"Agreements and Instruments”"), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency (including, without limitation, each applicable Regulatory Agency) or other authority, body or agency having jurisdiction over the Company or the Subsidiaries Bank or any of their respective its properties, assets or operations (each, a “"Governmental Entity”"), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Operative Documents and the consummation of the transactions contemplated herein and in this Agreement , including the purchase of Securities by the Bank in the Registration StatementAuction, the General Disclosure Package and the Prospectus and compliance by the Company Bank with its obligations hereunder under the Operative Documents have been duly authorized by the Bank by all necessary corporate requisite action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties properties, assets or assets operations of the Company or any of the Subsidiaries Bank pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the Charter, By-laws or similar organizational documents document of the Company Bank or the Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “"Repayment Event” " means any event or condition that which gives the holder of any note, debenture or other evidence of indebtedness financing instrument (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness the related financing by the Company or the SubsidiariesBank.

Absence of Violations, Defaults and Conflicts. Neither The issue and sale of the Shares, the compliance by the Company nor with this Agreement and the consummation of the transactions herein contemplated, and the performance by the Company, will not conflict with or result in a breach or violation of any of the Subsidiaries terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in the case of this clause (A) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (B) the constitution (or other applicable organizational document) of the Company or any of its subsidiaries, or (C) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the approval by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the underwriting terms and arrangements, the rules of The Nasdaq Global Select Market (“NASDAQ”) and for such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters. None of the Company or any of its significant subsidiaries is (Ai) in violation of its charterconstitution (or other applicable organization document) (ii) in violation of any statute or any judgment, by-laws order, rule or similar organizational documentsregulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, or (Biii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries it is a party or by which it or the Subsidiaries any of its properties may be bound or to which any bound, except, in the case of the properties or assets of the Company or the Subsidiaries is subject foregoing clauses (collectively, “Agreements ii) and Instruments”(iii), except for such violations or defaults that as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would 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 (x) the provisions of the organizational documents of the Company or the Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. 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 or the Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charterarticles, by-laws or similar constating or organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated herein 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 therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder hereunder, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (xA) the provisions of the articles, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (yB) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, Entity (except, with respect to in the case of the foregoing clause (yB), for such violations as that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition that 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 Subsidiaries.its subsidiaries

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its articles of association, charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or any subsidiary is subject, including (x) any instrument of approval granted to it by the Subsidiaries is subject Office of the Chief Scientist of the Israeli Ministry of Economy (the “Chief Scientist”) or (y) any instrument of approval granted to it by the Investment Center of the Israeli Ministry of Economy (the “Investment Center”) (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (xi) the provisions of the articles of association, charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (yii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (yii), for such violations as would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. (i) Neither the Company nor any of the its Subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the its Subsidiaries is a party or by which it or the Subsidiaries either of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except except, in the case of (B) or (C), for such default or violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. . (ii) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the Prospectuses and the General Disclosure Package (including the issuance and sale of the Prospectus and compliance by the Company with its obligations hereunder Public Shares) have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any properties or assets of the Company or any of the its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, security interests, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the its Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 its Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and compliance by the Company with its obligations hereunder hereunder, have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (xi) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (yii) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to in the case of clause (y)ii) above, such violations as for any violation that would not reasonably be expected to not, singly or in the aggregate, result in a Material Adverse EffectEffect or materially affect the ability of the Underwriters to consummate the transactions contemplated by this Agreement. As used herein, a “Repayment Event” means any event or condition that which gives the holder of any note, debenture or other evidence of indebtedness (or any person 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws articles of association or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Placement Shares and #98069312v14 302805643 v12 the use of the proceeds from the sale of the Placement Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the The Company nor any of the Subsidiaries is not (A) in violation of its charter, by-laws bylaws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries is a party or by which it or the Subsidiaries may be is bound or to which any of the properties or its assets of the Company or the Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries or any of their respective its properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents document of the Company or the Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, Entity (except, with respect to in the case of clause (y), for such violations as that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition that 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 SubsidiariesCompany.

Absence of Violations, Defaults and Conflicts. Neither None of the Company nor Operating Partnership, any of the Subsidiaries is Guarantors or (A) any of their respective “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) is in violation of its charter, by-laws bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or similar other organizational documentsdocument, (B) any of their respective subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company Operating Partnership, any of the Guarantors or the Subsidiaries any of their respective subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties their respective Properties, assets or assets of the Company or the Subsidiaries operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) any of their respective subsidiaries is in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or Operating Partnership, any of the Subsidiaries Guarantors or any of their respective propertiessubsidiaries or their respective Properties, assets or operations (each, a “Governmental EntityAuthority”), except for such violations that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Operative Documents and the consummation of the transactions contemplated herein or 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 Registration Statement, the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company Operating Partnership and each of the Guarantors with its their respective obligations hereunder and thereunder, as applicable, have been duly authorized by all necessary corporate action corporate, limited partnership or proprietary limited, limited, or unlimited liability corporation action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company Properties, assets or operations of the Operating Partnership, any of the Guarantors or any of the Subsidiaries their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or defaults, Repayment Events or Events, liens, charges or encumbrances that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (xi) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documents document, as applicable, of the Company Operating Partnership, any of the Guarantors or the Subsidiaries any of their respective “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) or (yii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental EntityAuthority, except, with respect to except in the case of clause (y)ii) only, for any such violations as violation that would not reasonably be expected to to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that which gives the holder of any note, debenture or other evidence of indebtedness financing instrument (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 financing by the Company Operating Partnership, any of the Guarantors or the Subsidiariesany of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is in violation or default of (A) in violation of its charter, by-laws bylaws (estatutos sociales) or similar organizational documents, as applicable, of the Company or any of its subsidiaries, (B) in default in the performance or observance of any obligation, agreement, covenant covenant, term or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency agency, domestic or foreign, having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except in the case of (B) and (C), for such violations or defaults that would not, individually or in the aggregate, be reasonably be expected to result in a material adverse change in the condition, financial or otherwise, prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and compliance by sale of the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do Offered ADSs) will not conflict with or constitute result in a breach or violation of, or default or Repayment Event (as defined below) under), or conflict with or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, (A) the Agreements and Instruments (Instruments, except for such conflicts, breaches, violations or defaults or Repayment Events or liens, charges or encumbrances that as would 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 (xB) the provisions of the bylaws (estatutos sociales) or similar organizational documents documents, as applicable, of the Company or the Subsidiaries any of its subsidiaries, or (yC) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. None of the Subsidiariesexecution and delivery of this Agreement, the issuance and sale of the Offered ADSs or the consummation of any other of the transactions herein contemplated will constitute an event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Company, its subsidiaries or, to the knowledge of the Company nor any of the Subsidiaries Parties, Indigo Resources or its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, any of its subsidiaries or, to the knowledge of the Company Parties, Indigo Resources or the Subsidiaries its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company, any subsidiary or, to the knowledge of the Company Parties, Indigo Resources or the Subsidiaries its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company, any of its subsidiaries or, to the knowledge of the Company Parties, Indigo Resources or the Subsidiaries its subsidiaries or any of their respective properties, properties or assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement Agreement, the Indenture, the Notes and the consummation Credit Agreement Amendment, the authorization and performance of the transactions contemplated herein and Guarantees, and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the consummation of the issuance and sale of Notes contemplated by this Agreement, the Registration Statement, the Indenture, the Notes, the Credit Agreement Amendment, the General Disclosure Package and the Prospectus (including the issuance and compliance by sale of the Company with its obligations hereunder Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or Company, any subsidiary or, to the knowledge of the Subsidiaries Company Parties, Indigo Resources pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), Effect or as would not materially and adversely affect the consummation of the issuance and sale of Notes contemplated by this Agreement) nor will such action result in any violation of (x) the provisions of the (i) charter, by-laws or similar organizational documents document of the Company, any of its subsidiaries or, to the knowledge of the Company Parties, Indigo Resources or the Subsidiaries its subsidiaries or (yii) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, Entity (except, with respect to in the case of clause (y)ii) above, for any such violations as violation that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect or as would not materially and adversely affect the consummation of the transactions contemplated by this Agreement). As used herein, a “Repayment Event” means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness financing instrument (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 the related financing by the Company, any of its subsidiaries or, to the knowledge of the Company Parties, Indigo Resources or the Subsidiariesits subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Company, its subsidiaries or, to the knowledge of the Company nor any of the Subsidiaries Parties, Montage Resources or its subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, any of its subsidiaries or, to the knowledge of the Company Parties, Montage Resources or the Subsidiaries its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company, any subsidiary or, to the knowledge of the Company Parties, Montage Resources or the Subsidiaries its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company, any of its subsidiaries or, to the knowledge of the Company Parties, Montage Resources or the Subsidiaries its subsidiaries or any of their respective properties, properties or assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Indenture, the Notes and the Credit Agreement Amendment, the authorization and performance of the Guarantees, and, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and compliance by sale of the Company with its obligations hereunder Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or Company, any subsidiary or, to the knowledge of the Subsidiaries Company Parties, Montage Resources pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the (i) charter, by-laws or similar organizational documents document of the Company, any of its subsidiaries or, to the knowledge of the Company Parties, Montage Resources or the Subsidiaries its subsidiaries or (yii) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, Entity (except, with respect to in the case of clause (y)ii) above, for any such violations as violation that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness financing instrument (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 the related financing by the Company, any of its subsidiaries or, to the knowledge of the Company Parties, Montage Resources or the Subsidiariesits subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the its Subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the any of its Subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x1) the provisions of the charter, by-laws or similar organizational documents document of the Company or the any of its Subsidiaries or (y2) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y2), for such violations as that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A) in violation of its charter, by-laws articles of association or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults #99769954v16 that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the 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 therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither The execution, delivery and performance of this Agreement and the Company nor any consummation of the Subsidiaries is transactions contemplated herein and in the Registration Statements, General Disclosure Package and Prospectus (Aincluding the issuance and sale of the Selling Shareholder Securities) in violation and compliance by such Selling Shareholder with its obligations hereunder have been duly authorized, and do not and will not, whether with or without the giving of its charter, by-laws notice or similar organizational documentspassage of time or both, (Bi) in conflict with or constitute a breach of, or default under, or result in the performance creation or observance imposition of any lien, charge or encumbrance upon any property or assets of such Selling Shareholder pursuant to, any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries such Selling Shareholder is a party or by which it or the Subsidiaries may be bound bound, or to which any of the properties property or assets of the Company or the Subsidiaries such Selling Shareholder is subject (collectively, “Selling Shareholder Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the Selling Shareholder’s ability to perform its obligations under this Agreement), nor will such action or (ii) result in any violation of (xY) the provisions of the charter, by-laws, operating agreement, partnership agreement or other applicable organizational documents documents, as the as may be, of the Company or the Subsidiaries such Selling Shareholder or (yZ) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entitygovernment, government instrumentality or court, domestic or foreign, having jurisdiction over such Selling Shareholder or any of its assets, properties or operations except, with respect to in the case of clause (yii)(Z), for such violations as that would not reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on such Selling Shareholder’s ability to perform its obligations under this Agreement. As used herein, a “Repayment Event” means any event or condition that 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 SubsidiariesSelling Shareholder.

Absence of Violations, Defaults and Conflicts. Neither the The Company nor any and each of the Subsidiaries its subsidiaries is not (A) in violation of its charter, charter or by-laws (or similar organizational documentsanalogous governing instruments, if applicable), (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries may be bound or to which any of the properties or assets of the Company or the Subsidiaries any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries Company, any of its subsidiaries or any of their respective its properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (xi) the provisions of the organizational documents charter or by-laws of the Company or the Subsidiaries any of its subsidiaries or (yii) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, except with respect to clause (yii), such violations as would not reasonably be expected to to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the its Subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the any of its Subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would 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 (x) the provisions of the organizational documents of the Company or the Subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations as would not reasonably be expected to result in a Material Adverse Effect. 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 or the Subsidiaries.obligations

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the its Subsidiaries is (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the any of its Subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the any of its Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except except, in the case of clauses (B) and (C) of this paragraph (xiv), for such defaults or violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement Agreement, the Company 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 and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by each of the Company and SVCP with its obligations hereunder and thereunder have been duly authorized by all necessary corporate or other action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in (1) any violation of (x) the provisions of the charter, by-laws or similar organizational documents document of the Company or the any of its Subsidiaries or (y2) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (except for such violations of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to clause (y), such violations Entity as would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition that 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 any of its Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is or after the Subsidiaries is Reorganization, will be (A) in violation of its charter, by-laws or similar organizational documentsdocument, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action after giving effect to the Reorganization result in any violation of (xA) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (yB) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, with respect to except in the case of clause (y)B) only, for such violations as that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the its Subsidiaries is (A) in violation of its charter, by-laws bylaws or similar organizational documents, document. Neither the Company nor any of its subsidiaries is (BA) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (CB) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the 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 therein under the caption “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not conflict and will not, whether with or without the giving of notice or passage of time or both, 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 properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (x) the provisions of the charter, bylaws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (y) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except, except with respect to clause (y), such violations as would not reasonably be expected to to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition that 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 any of its Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of the Subsidiaries its subsidiaries is (A1) in violation of its charter, by-laws or similar organizational documentsdocument, (B2) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or the Subsidiaries any of its subsidiaries is a party or by which it or the Subsidiaries any of them may be bound or to which any of the properties or assets of the Company or the Subsidiaries any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C3) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or the Subsidiaries any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the Subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (xA) the provisions of the charter, by-laws or similar organizational documents document of the Company or the Subsidiaries any of its subsidiaries or (yB) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, Entity (except, with respect to clause (y‎(B), for such violations as that would not not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition that 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 Subsidiariesany of its subsidiaries.