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

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Transaction Entities nor Company or any of their respective its subsidiaries is (A) in violation of its declaration of trust (or charter), bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the declaration of trust (or charter), bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or that would not, singly 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly 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 (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (ix) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries, or (iiy) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental EntityEntity (except, except in the case of clause (ii) onlyy), for any such violation violations that would not, singly 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 which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesits Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations of the Company or any of its Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, 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, the Concurrent iStar Placement ) and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries or, except as would not, singly or (ii) in the aggregate, reasonably be expected to result in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesits Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries the Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, 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 either of the Transaction Entities Company or any of their respective subsidiaries the Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any of the Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Investment Management Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of (a) the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries the Subsidiaries or (iib) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of clause (iib) onlyabove, for any such violation that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesthe Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Trust nor the Operating Partnership or any of their respective subsidiaries Subsidiary thereof is (A) in violation of its trust agreement, partnership agreement, charter, bylaws, certificate of limited partnershipformation, limited partnership operating agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Trust, the Operating Partnership or any of their respective subsidiaries such Subsidiary is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties or assets of the Trust, assets the Operating Partnership or operations any such Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Trust, the Operating Partnership or any such Subsidiary or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement Agreement, the Company’s authorization and performance of its obligations under the Designating Amendment, the Company’s execution, delivery, and performance, as general partner of the Operating Partnership, of the Partnership Amendment, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including including, without limitation, the issuance of Conversion Shares upon conversion of the Securities in accordance with the Designating Amendment, the issuance of Units in accordance with this Agreement and the Partnership Agreement, the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Trust and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate trust or limited partnership action, as applicable, 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 PropertiesTrust, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Operating Partnership and the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the chartertrust agreement, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement charter, by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Trust or any of their respective subsidiaries its Subsidiaries (including, without limitation, the Partnership Agreement) or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument mortgage, note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such financing indebtedness by either of the Transaction Entities Trust, the Operating Partnership or any of their respective subsidiariesSubsidiary.

Absence of Violations, Defaults and Conflicts. Neither of Except as disclosed in the Transaction Entities Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of their respective subsidiaries the Group Entities is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries Group Entities is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any Group Entities is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Group Entities or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse EffectEffect and except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. 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 (x) the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”” and (y) the consummation of the concurrent private placement as described in the Registration Statement, the General Disclosure Package and the Prospectus) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries Group Entities pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Company or any Group Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesthe Group Entities.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor (A) any of their respective subsidiaries “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) is (A) in violation of its charterdeclaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, singly or in the aggregate, 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, any Confirmation and any Terms Agreement and by the Transaction Entities, as applicable, the consummation by the Transaction Entities, as applicable, of the transactions contemplated herein or therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance issuance, sale and sale delivery of the Securities, the Concurrent iStar Placement Shares and any Confirmation Shares and the use of the net proceeds from the sale of such securities as described in the Securities Registration Statement, the General Disclosure Package and the Concurrent iStar Placement as described therein Prospectus under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder and thereunder, as applicable, have been duly authorized by all necessary corporate trust or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charterdeclaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Significant Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations of the Company or any of its Significant Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its Significant Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance by the Company 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 sale of the Securities, the Concurrent iStar Placement Notes and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement Notes as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 of the Propertiesproperties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other 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 the related financing by either of the Transaction Entities Company or any of their respective subsidiariesits Significant Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Significant Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations of the Company or any of its Significant Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its Significant Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance by the Company 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 sale of the Securities, the Concurrent iStar Placement Notes and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement Notes as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 of the Propertiesproperties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other 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 the related financing by either of the Transaction Entities Company or any of their respective subsidiariesits Significant Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charterdeclaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Forward Sale Agreement by the Transaction Entities, as applicable, the consummation by the Transaction Entities, as applicable, 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, the Concurrent iStar Placement Common Shares issuable by the Company pursuant to the Forward Sale Agreement and any Company Top-Up Underwritten Shares to be sold by the Company and the use of the net proceeds from the sale of such securities as described in the Securities Registration Statement, the General Disclosure Package and the Concurrent iStar Placement as described therein Prospectus under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder and thereunder, as applicable, have been duly authorized by all necessary corporate trust or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charterdeclaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency (including, without limitation, each applicable Regulatory Agency) or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement Agreement, the Forward Sale Agreements and the consummation of the transactions contemplated herein and therein, in the Merger Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Company Securities, the Concurrent iStar Placement if any, and the use of the net proceeds from the sale of the Securities Company Securities, if any, and the Concurrent iStar Placement Confirmation Securities as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 of the Propertiesproperties, assets or operations of either of the Transaction Entities Company or any of their respective its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental EntityEntity (except for such violations of law, except in the case statute, rule, regulation, judgment, order, writ or decree of clause (ii) only, for any such violation Governmental Entity that would not, singly or in the aggregate, result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other 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 the related financing by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Issuer, the Parent Guarantor nor any of their respective its subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, (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 either of the Transaction Entities Issuer, the Parent Guarantor or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Parent Guarantor or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Issuer, the Parent Guarantor or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Notes and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement Notes as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Issuer and the Parent Guarantor with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, 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 Properties, assets or operations of either of the Transaction Entities Parent Guarantor or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances as are described in or contemplated by the General Disclosure Package and the Prospectus or that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, as applicable, of either document of the Transaction Entities Issuer, the Parent Guarantor or any of their respective its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of clause (ii) onlyviolations of law, statute, rule, regulation, judgment, order, writ or decree, for any such violation violations that would not, singly or in the aggregate, not result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Issuer, the Parent Guarantor or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of TCP nor the Transaction Entities nor any of their respective subsidiaries General Partner is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, formation or limited liability company agreement or other organizational documentoperating agreement, (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 either of TCP or the Transaction Entities or any of their respective subsidiaries General Partner is a party or by which it or any either of them may be bound bound, or to which any of their respective Properties, the properties or assets of TCP or operations the General Partner is subject (collectively, the “TCP/General Partner Agreements and Instruments”), except for such defaults that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect, or (C) 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Advisory Agreements, the Administration Agreement and the SVCP LP Agreement, as applicable, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by TCP and the Transaction Entities General Partner with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 TCP/General Partner 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 TCP or the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries General Partner pursuant to, the TCP/General Partner Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or TCP/General Partner Repayment Events, Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, formation or the limited liability company operating agreement of TCP or other organizational document, as applicable, of either of the Transaction Entities General Partner or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “TCP/General Partner Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of TCP or the Transaction Entities or any of their respective subsidiariesGeneral Partner.

Absence of Violations, Defaults and Conflicts. Neither the Transaction Entities nor the Subsidiary are in violation of their charter, bylaws, limited partnership agreement or similar organizational document. Neither the Transaction Entities nor any of their respective subsidiaries is are (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is are a party or by which it they or any of them may be bound or to which any of their respective Properties, the properties or assets of the Transaction Entities or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, 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 of the Properties, properties or assets or operations of either of the Transaction Entities or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other similar organizational document, as applicable, of either document of the Transaction Entities or any of their respective subsidiaries Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company, the Operating LLC nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company, the Operating LLC or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties or assets of the Company, assets the Operating LLC or operations any such subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company, the Operating LLC or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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 other Transaction Documents and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company and the Operating LLC with their respective obligations hereunder and under the other Transaction Documents have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 PropertiesCompany, assets or operations of either of the Transaction Entities Operating LLC or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (iA) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company, the Operating LLC or any of their respective subsidiaries or (iiB) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except for, in the case of clause (ii) onlyB), for any such violation violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company, the Operating LLC or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charterdeclaration of trust, bylaws, certificate of limited partnership, agreement of limited partnership agreement, limited liability company agreement or other organizational document, (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 lease, hotel management agreement, franchise agreement or other agreement or instrument to which either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of the Properties or any other properties or assets of the Transaction Entities or any of their respective Properties, assets or operations subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or the Properties or any of their respective Propertiesother properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by each of the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate trust or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon the Properties or any of the Properties, other properties or assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charterdeclaration of trust, bylaws, certificate of limited partnership, agreement of limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other 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 the related financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Operative Documents to which it is party and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership liability company 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 of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries The Company is not (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries Company is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets or operations of the Company is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company or any of their respective subsidiaries or their respective Propertiesits properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement and the Insider Letters and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesCompany.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries The Fund is not (A) in violation of its charterarticles of incorporation or by-laws, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documenteach as amended from time to time, (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 either of the Transaction Entities or any of their respective subsidiaries it is a party or by which it or any of them may be bound bound, or to which any of their respective Properties, the properties or assets or operations of the Fund is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, Effect or (C) in violation of any 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 either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Management Agreement dated as of [DATE OF EXECUTION] between the Fund and the Investment Manager (the “Investment Management Agreement”), the Custodian Agreement dated as of [DATE OF EXECUTION] between the Fund and [NAME OF CUSTODIAN BANK] (“ABBREVIATION OF CUSTODIAN BANK”) (the “Custodian Agreement”), Transfer Agency, Registrar and Dividend Disbursing Agency Agreement dated as of [DATE OF EXECUTION] between the Fund and [ABBREVIATION OF TRANSFER AGENT] dated as of [DATE OF EXECUTION] (the “Transfer Agency Agreement”), the Administration Agreement dated as of [DATE OF EXECUTION], between the Fund and the Investment Manager (the “Administration Agreement”), the investment representation letter dated as of [DATE OF EXECUTION] between the Fund and [NAME OF INITIAL SHAREHOLDER] (the “Investment Representation Letter”) (collectively, the “Fund Agreements”), 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Fund with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action under the Maryland General Corporation Law 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate agreement and articles of limited partnership, limited partnership agreement, limited liability company agreement incorporation or other organizational document, as applicable, of either by-laws of the Transaction Entities Fund, each as amended from time to time, or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, ordinance, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesFund.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries Subsidiary is (A) in violation of its constitution, charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries Subsidiary is a party or by which it or any either of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that have been waived in writing by the applicable counterparty as of the date of this Agreement or any such default that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company or its Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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 allotment of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale issuance and allotment of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets Company or operations of either of the Transaction Entities or any of their respective subsidiaries its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the constitution, charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or its Subsidiaries or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesits Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of TCP nor the Transaction Entities nor any of their respective subsidiaries General Partner is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, formation or limited liability company agreement or other organizational documentoperating agreement, (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 either of TCP or the Transaction Entities or any of their respective subsidiaries General Partner is a party or by which it or any either of them may be bound bound, or to which any of their respective Properties, the properties or assets of TCP or operations the General Partner is subject (collectively, the “TCP/General Partner Agreements and Instruments”), except for such defaults that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect, or (C) 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Advisory Agreements, the Administration Agreement and the SVCP LP Agreement, as applicable, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by TCP and the Transaction Entities General Partner with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 TCP/General Partner 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 TCP or the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries General Partner pursuant to, the TCP/General Partner Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or TCP/General Partner Repayment Events, Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, formation or the limited liability company operating agreement of TCP or other organizational document, as applicable, of either of the Transaction Entities General Partner or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “TCP/General Partner Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of TCP or the Transaction Entities or any of their respective subsidiariesGeneral Partner.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company, the Operating LLC nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company, the Operating LLC or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties or assets of the Company, assets the Operating LLC or operations any such subsidiary is subject (collectively, the “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company, the Operating LLC or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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 herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 PropertiesCompany, assets or operations of either of the Transaction Entities Operating LLC or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (iA) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company, the Operating LLC or any of their respective subsidiaries or (iiB) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except for, in the case of clause (ii) onlyB), for any such violation violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company, the Operating LLC or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries The Trust is not (A) in violation of its charteragreement and declaration of trust or by-laws, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documenteach as amended from time to time, (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 either of the Transaction Entities or any of their respective subsidiaries it is a party or by which it or any of them may be bound bound, or to which any of their respective Properties, the properties or assets or operations of the Trust is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, Effect or (C) in violation of any 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 either of the Transaction Entities Trust or any of their respective subsidiaries or their respective Propertiesits properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement Agreement, the Trust Agreements, the Plan, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Trust with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action under the laws of the State of Maryland 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Trust pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate agreement and declaration of limited partnership, limited partnership agreement, limited liability company agreement trust or other organizational document, as applicable, of either by-laws of the Transaction Entities Trust, each as amended from time to time, or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, ordinance, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesTrust.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor (A) any of their respective subsidiaries “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) is (A) in violation of its charter, declaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, singly or in the aggregate, 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, any Confirmation and any Terms Agreement and by the Transaction Entities, as applicable, the consummation by the Transaction Entities, as applicable, of the transactions contemplated herein or therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance issuance, sale and sale delivery of the Securities, the Concurrent iStar Placement Shares and any Confirmation Shares and the use of the net proceeds from the sale of such securities as described in the Securities Registration Statement, the General Disclosure Package and the Concurrent iStar Placement as described therein Prospectus under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder and thereunder, as applicable, have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, declaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charterdeclaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and, to the extent applicable, the Shareholder Transaction Documents by the Transaction Entities and the consummation by the Transaction Entities of the transactions contemplated herein and, to the extent applicable, therein (including the issuance and sale of the Securities to be sold by the Company and the use of the proceeds from the sale of such Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder and, to the extent applicable, thereunder have been duly authorized by all necessary corporate trust or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charterdeclaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company, the Operating Partnership nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company, the Operating Partnership or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company, the Operating Partnership or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance by the Company and the Operating Partnership of this Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 (other than as expressly contemplated thereby) any lien, charge or encumbrance upon any properties or assets of the Properties, assets Company or operations of either of its subsidiaries or the Transaction Entities or any of their respective subsidiaries Operating Partnership pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, defaults or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or the Operating Partnership or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of this clause (ii) only), for any such violation violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries WhiteHorse Advisers is not (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries WhiteHorse Advisers is a party or by which it or any of them may be bound or to which any of their respective Properties, its properties or assets or operations is subject (collectively, “WhiteHorse Advisers Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse EffectEffect or a WhiteHorse Advisers Material Adverse Effect or materially and adversely affect the ability of WhiteHorse Advisers to consummate the transactions contemplated in this Agreement or the performance by WhiteHorse Advisers of its obligations hereunder an, or (C) in violation of any 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse EffectEffect or a WhiteHorse Advisers Material Adverse Effect or materially and adversely affect the ability of WhiteHorse Advisers to consummate the transactions contemplated in this Agreement, or the performance by WhiteHorse Advisers of its obligations hereunder. 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, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities WhiteHorse Advisers with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 WhiteHorse Advisers 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries WhiteHorse Advisers pursuant to, the WhiteHorse Advisers Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or WhiteHorse Advisers Repayment Events, Event or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse EffectEffect or a WhiteHorse Advisers Material Adverse Effect or materially and adversely affect the ability of WhiteHorse Advisers to consummate the transactions contemplated in this Agreement or the performance by WhiteHorse Advisers of its obligations hereunder and thereunder), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate by-laws or similar organizational document of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries WhiteHorse Advisers or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of clause (ii) onlyabove, for any such violation that would not, singly or in the aggregate, result in a Material Adverse EffectEffect or a WhiteHorse Advisers Material Adverse Effect or materially and adversely affect the ability of WhiteHorse Advisers to consummate the transactions contemplated in the Company Agreements to which it is a party or the performance by WhiteHorse Advisers of its obligations hereunder and thereunder. As used herein, a “WhiteHorse Advisers Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesWhiteHorse Advisers.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Formation Transactions, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations of the Company or any of its Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and Agreement, 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, the Concurrent iStar Placement ) and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries or, except as would not, singly or (ii) in the aggregate, reasonably be expected to result in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesits Subsidiaries .

Absence of Violations, Defaults and Conflicts. Neither None of the Transaction Entities Company, DFH LLC nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company, DFH LLC or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties or assets of the Company, assets DFH LLC or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company, DFH LLC or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Merger Agreement and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”” and the consummation of the Corporate Reorganization) and compliance by the Transaction Entities Company and DFH LLC with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, similar 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 PropertiesCompany, assets or operations of either of the Transaction Entities DFH LLC or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company, DFH LLC or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company, DFH LLC or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries is its Significant Subsidiaries are (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 other instrument to which either of the Transaction Entities Company or any of their respective subsidiaries is its Significant Subsidiaries are a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations is of the Company or any of its Significant Subsidiaries are subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its Significant Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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 therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Notes and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement thereof as described therein under the caption “Use of Proceeds”therein) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Propertiesproperties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (iy) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries or (iiz) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental EntityEntity except, except in the case of clause (ii) onlyz), for any such violation violations that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other financing instrument or agreement (or any person acting on such holder’s behalf) issued or entered into by the Company or any of its Significant Subsidiaries the right to require the repurchase, redemption or repayment of all or a material portion of such the related financing by either of the Transaction Entities Company or any of their respective subsidiariesits Significant Subsidiaries prior to the date currently scheduled therefor.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is (A) in violation of its articles of association, charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties or assets of the Company or any subsidiary is subject, assets including (x) any instrument of approval granted to it by the Office of the Chief Scientist of the Israeli Ministry of Economy (the “Chief Scientist”) or operations is subject (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, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the articles of association, charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of except, with respect to clause (ii) only), for any such violation that violations as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) except as disclosed in the Registration Statement, in violation of any 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 either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would notwould, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any Predecessor Entity nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, (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 either of the Transaction Entities Company, any Predecessor Entity or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Formation Transaction Documents and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company and the Operating Partnership with their respective obligations hereunder and under the Formation Transactions Documents have been duly authorized by all necessary corporate or limited partnership action, as applicablethe case may be, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Properties, assets or operations of either of the Transaction Entities Company or any of their respective its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances as are described in or contemplated by the Prospectus or that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Significant Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations of the Company or any of its Significant Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency (including, without limitation, each applicable Regulatory Agency) or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its Significant Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus (Prospectus, including the issuance and sale of Securities by the SecuritiesCompany in the offering contemplated hereby, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by the Company by all necessary corporate or limited partnership action, as applicable, 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 of the Propertiesproperties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Significant Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other 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 the related financing by either of the Transaction Entities Company or any of their respective subsidiariesits Significant Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Transaction Entities nor Rani Parties or any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities any Rani Party or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of any Rani Party or operations any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Rani Parties or any of the Transaction Entities their subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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, the Concurrent iStar Placement consummation of the Organizational Transactions and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Rani Parties with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities any Rani Party or any of their respective its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate by-laws or similar organizational document of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities any Rani Party or any of their respective its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor Company, any of their respective subsidiaries is its subsidiaries, nor the Parent are (A) in violation of its chartertheir respective charters, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational documentdocuments, (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 either of the Transaction Entities or Company, any of their respective subsidiaries its subsidiaries, or the Parent is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties or assets of the Company, assets any of its subsidiaries, or operations the Parent is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect or Parent Material Adverse Effect, as applicable, or (C) in violation of any 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 either of the Transaction Entities Company, or its subsidiaries, or the Parent or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect or Parent Material Adverse Effect, as applicable. 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company, any of its subsidiaries or the Parent with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 PropertiesCompany, assets any subsidiary, or operations of either of the Transaction Entities or any of their respective subsidiaries Parent pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect or Parent Material Adverse Effect, as applicable), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnershipincorporation, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities or Company, any of their respective subsidiaries its subsidiaries, or the Parent or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that violations as would not, singly or in the aggregate, result in a Material Adverse Effect or Parent Material Adverse Effect, as applicable. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or Company, any of their respective its subsidiaries, or the Parent.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries The Selling Stockholder is not (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, 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 either of the Transaction Entities or any of their respective subsidiaries Selling Stockholder is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets or operations of the Selling Stockholder is subject (collectively, “Selling Stockholder Agreements and Instruments”), except for such defaults that would notnot reasonably be expected, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Selling Stockholder with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Selling Stockholder 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Selling Stockholder pursuant to, the Selling Stockholder Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Selling Stockholder Repayment Events, Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of (a) the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, as applicable, of either document of the Transaction Entities or any of their respective subsidiaries Selling Stockholder or (iib) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of clause (iib) onlyabove, for any such violation that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Selling Stockholder Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesSelling Stockholder.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries the Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, 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 either of the Transaction Entities Company or any of their respective subsidiaries the Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any of the Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Management Agreement, the Indenture (including the Supplemental Indenture), the Securities, the Warrant Agreement, if applicable, the DTC Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”” and, if applicable, the issuance of the shares of Common Stock upon conversion of the Securities) and compliance by the Transaction Entities Company with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of (a) the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries the Subsidiaries or (iib) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of clause (iib) onlyabove, for any such violation that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesthe Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of TCP nor the Transaction Entities nor any of their respective subsidiaries General Partner is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, formation or limited liability company agreement or other organizational documentoperating agreement, (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 either of TCP or the Transaction Entities or any of their respective subsidiaries General Partner is a party or by which it or any either of them may be bound bound, or to which any of their respective Properties, the properties or assets of TCP or operations the General Partner is subject (collectively, the “TCP/General Partner Agreements and Instruments”), except for such defaults that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect, or (C) 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Advisory Agreements, the Administration Agreement and the SVCP LP Agreement, as applicable, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by TCP and the Transaction Entities General Partner with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 TCP/General Partner 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 TCP or the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries General Partner pursuant to, the TCP/General Partner Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or TCP/General Partner Repayment Events, Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.in

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries The Fund is not (A) in violation of its chartercharter and by-laws, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documenteach as amended from time to time, (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 either of the Transaction Entities or any of their respective subsidiaries it is a party or by which it or any of them may be bound bound, or to which any of their respective Properties, the properties or assets or operations of the Fund is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not, singly or in the aggregate, not result in a Material Adverse Effect, Effect or (C) in violation of any 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 either of the Transaction Entities Fund or any of their its respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Management Agreement dated as of , 2019 between the Fund and the Investment Adviser (the “Management Agreement”), the Sub-Investment Advisory Agreement dated as of , 2019 between the Investment Adviser and the Subadviser (the “Sub-Advisory Agreement”), the Custody Agreement with The Bank of New York Mellon dated as of January 1, 2011, as amended to date (the “Custody Agreement”), the Service Agreement for Transfer Agent Services with Computershare, Inc. dated as of December 1, 2013, as amended to date, and related Fee Agreement for Transfer Agent Services dated as of December 1, 2013, as amended to date (the “Transfer Agency Agreement” and, together with the Distribution Agreement, the Management Agreement, the Sub-Advisory Agreement and the Custody Agreement, the “Fund Agreements”), and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Fund with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action under the Maryland General Corporation Law 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions charter and by-laws of the charterFund, bylawseach as amended from time to time, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, ordinance, judgment, order, writ or decree of any Governmental EntityEntity (except, except in the case with respect to any violation of clause (ii) any law, statute, rule, regulation, ordinance, judgment, order, writ or decree only, for any such violation violations that would not, singly or in the aggregate, not result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesFund.

Absence of Violations, Defaults and Conflicts. Neither the Transaction Entities nor the Subsidiary are in violation of their charter, bylaws, limited partnership agreement or similar organizational document. Neither the Transaction Entities nor any of their respective subsidiaries is are (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is are a party or by which it they or any of them may be bound or to which any of their respective Properties, the properties or assets of the Transaction Entities or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and any Confirmation and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Shares and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement Shares as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder or thereunder have been duly authorized by all necessary corporate or limited partnership action, 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 of the Properties, properties or assets or operations of either of the Transaction Entities or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other similar organizational document, as applicable, of either document of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is (Ai) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any of the Company’s subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities Company’s subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations operations, whether federal, state, foreign or otherwise (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement Agreement, the sale of the Securities and the consummation of the transactions contemplated herein and in or the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, 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 Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Properties, assets or operations of either of the Transaction Entities Company or any of their respective the Company’s subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Debt Repayment Events, Triggering Events (as defined below) or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective the Company’s subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective the Company’s subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries The Fund is not (A) in violation of its charteragreement and declaration of trust or by-laws, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documenteach as amended from time to time, (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 either of the Transaction Entities or any of their respective subsidiaries it is a party or by which it or any of them may be bound bound, or to which any of their respective Properties, the properties or assets or operations of the Fund is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, Effect or (C) in violation of any 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 either of the Transaction Entities Fund or any of their respective subsidiaries or their respective Propertiesits properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Management Agreement dated as of [●], 2019 between the Fund and the Adviser (the “Investment Management Agreement”), the Custodian Agreement dated as of [●], 2019 between the Fund and [●] (the “Custody Agreement”), the Transfer Agency Services Agreement dated as of [●], 2019 between the Fund and [●] (the “Transfer Agency Agreement”) and the [Organizational and Offering Expenses Reimbursement Agreement dated as of [●], 2019 between the Fund and the [Adviser][ and [●]] (the “Expense Reimbursement Agreement”) (collectively, the “Fund Agreements”), the Fund’s Dividend Reinvestment Plan (the “Plan”), 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Fund with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action under the laws of the Commonwealth of Massachusetts 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate agreement and declaration of limited partnership, limited partnership agreement, limited liability company agreement trust or other organizational document, as applicable, of either by-laws of the Transaction Entities Fund, each as amended from time to time, or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, ordinance, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesFund.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Concurrent iStar MSD Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar MSD Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership liability company 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 of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, certificate of formation, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly individually or in the aggregate, be reasonably expected to result in a Material Adverse EffectEffect or would not reasonably be expected to materially adversely impact consummation of the transactions contemplated hereby, or (C) in violation of any 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 either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly individually or in the aggregate, be reasonably expected to result in a Material Adverse EffectEffect or would not reasonably be expected to materially adversely impact consummation of the transactions contemplated hereby. 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would notnot be reasonably expected to, singly individually or in the aggregate, result in a Material Adverse EffectEffect or would not reasonably be expected to materially adversely impact consummation of the transactions contemplated hereby), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental EntityEntity (except for such violations of law, except in the case of clause (ii) onlystatute, for any such violation rule, regulation, judgment, order, writ or decree that would not, singly 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 which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charter, bylawsby-laws, certificate of limited partnership, agreement of limited partnership agreement, limited liability company agreement or other similar organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound bound, or to which any of the Properties or any other properties or assets of the Transaction Entities or any of their respective Properties, assets or operations subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the other Operative Documents and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the Formation Transactions, the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, properties or assets or operations of either of the Transaction Entities or any of their respective subsidiaries or any Predecessor Entity (or any subsidiary thereof) pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylawsby-laws, certificate of limited partnership, agreement of limited partnership agreement, limited liability company agreement or other similar organizational document, as applicable, document of either of the Transaction Entities or any of their respective subsidiaries or any Predecessor Entity (or any subsidiary thereof) or (ii) or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental EntityEntity or body having jurisdiction over the Company or any of its subsidiaries (except, except in the case of clause (ii) only, for any such violation violations that would not, singly or in the aggregate, result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariessubsidiaries or any Predecessor Entity (or any subsidiary thereof).

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries Subsidiary is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries Subsidiary is a party or by which it or any either of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any Subsidiary is subject (collectively, “Agreements and Instruments”), except in the case of this clause (B) for such defaults that would not, singly 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company or its Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except in the case of this clause (C) for such violations that would not, singly 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 Warrants, the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement issuance of the Warrant Shares and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets Company or operations of either of the Transaction Entities or any of their respective subsidiaries its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or its Subsidiaries or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesits Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein herein, the execution, delivery and performance of that certain Agreement and Plan of Merger (the “Flagstone Acquisition Agreement”), dated as of June 27, 2014, regarding the acquisition of Snacks Parent Corporation by a subsidiary of the Company and the consummation of the transactions contemplated thereby and the consummation of the transactions described in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Shares and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement Shares as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Transaction Entities nor any of their respective subsidiaries Partnership Parties is (A) in violation of its charterarticles of incorporation, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement agreement, charter, by-laws or other similar organizational document, (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 either any of the Transaction Entities or any of their respective subsidiaries Partnership Parties is a party party, including without limitation the Navios Agreements to the extent binding on the Partnership Parties, or by which it or any of them may be bound bound, or to which any of their respective Properties, the property or assets or operations of any of the Partnership Parties is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Partnership Parties or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Navios Agreements, including the consummation of the Transactions and the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including but not limited to the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by each of the Transaction Entities Navios Parties with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Partnership Parties pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charterarticles of incorporation, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement agreement, charter, by-laws or other similar organizational document, as applicable, document of either any of the Transaction Entities Partnership Parties or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either any of the Transaction Entities or any of their respective subsidiariesPartnership Parties.

Absence of Violations, Defaults and Conflicts. Neither of TCP nor the Transaction Entities nor any of their respective subsidiaries General Partner is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documentoperating agreement, (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 either of TCP or the Transaction Entities or any of their respective subsidiaries General Partner is a party or by which it or any either of them may be bound bound, or to which any of their respective Properties, the properties or assets of TCP or operations the General Partner is subject (collectively, the “TCP/General Partner Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect, or (C) 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Advisory Agreements, the Administration Agreement and the SVCP LP Agreement, as applicable, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by TCP and the Transaction Entities General Partner with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 TCP/General Partner 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 TCP or the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries General Partner pursuant to, the TCP/General Partner Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or TCP/General Partner Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company operating agreement of TCP or other organizational document, as applicable, of either of the Transaction Entities General Partner or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “TCP/General Partner Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of TCP or the Transaction Entities or any of their respective subsidiariesGeneral Partner.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Trust nor the Operating Partnership or any of their respective subsidiaries Subsidiary thereof is (A) in violation of its trust agreement, partnership agreement, charter, bylaws, certificate of limited partnershipformation, limited partnership operating agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Trust, the Operating Partnership or any of their respective subsidiaries such Subsidiary is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties or assets of the Trust, assets the Operating Partnership or operations any such Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Trust, the Operating Partnership or any such Subsidiary or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Trust and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate trust or limited partnership action, as applicable, 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 PropertiesTrust, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Operating Partnership and the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the chartertrust agreement, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement charter, by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Trust or any of their respective subsidiaries its Subsidiaries (including, without limitation, the Partnership Agreement) or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument mortgage, note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such financing indebtedness by either of the Transaction Entities Trust, the Operating Partnership or any of their respective subsidiariesSubsidiary.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any Predecessor Entity nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, (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 either of the Transaction Entities Entities, any Predecessor Entity or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of the Properties or any other properties or assets of the Transaction Subsidiaries or any of their respective Properties, assets or operations subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Entities, any Predecessor Entity or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Formation Transaction Documents and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder and under the Formation Transactions Documents have been duly authorized by all necessary corporate or limited partnership action, as applicablethe case may be, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, Properties or other properties or assets or operations of either of the Transaction Entities Entities, any Predecessor Entity or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances as are described in or contemplated by the Prospectus or that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, as applicable, of either document of the Transaction Entities Entities, any Predecessor Entity or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Entities, any Predecessor Entity or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charterdeclaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and, to the extent applicable, the Shareholder Transaction Documents by the Transaction Entities and the consummation by the Transaction Entities of the transactions contemplated herein and, to the extent applicable, therein (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder and, to the extent applicable, thereunder have been duly authorized by all necessary corporate trust or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charterdeclaration of trust, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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 sale of the Securities, the Concurrent iStar Placement Notes and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement Notes as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 of the Propertiesproperties, assets or operations of either of the Transaction Entities Company or any of their respective its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would notthat, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental EntityEntity (except, except in the case of clause clauses (iiB) onlyand (C) above, for any such violation that violations as would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect) . As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other financing instrument (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 the related financing by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities an i3 Verticals Party nor any of their respective its subsidiaries is are (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities an i3 Verticals Party or any of their respective its subsidiaries is are a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations is of an i3 Verticals Party or any of its subsidiaries are subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either any i3 Verticals Party or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Shares and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement thereof as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities i3 Verticals Parties with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 of the Propertiesproperties, assets or operations of either of the Transaction Entities i3 Verticals Parties or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i1) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, document of either of the Transaction Entities i3 Verticals Party or any of their respective its subsidiaries or (ii2) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii2) only, for any such violation that would notnot reasonably be expect to, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other 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 the related financing by either of the Transaction Entities i3 Verticals Party or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries the Subsidiaries is (A) in violation of its charter, bylawsby-laws, certificate of limited partnership, limited partnership agreement, limited liability company agreement Operating Partnership Agreement or other similar organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries the Subsidiaries is a party or by which it or any of them may be bound or to which any of the Properties or any other properties or assets of the Transaction Entities or any of their respective Properties, assets or operations subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the either of the Transaction Entities or any of the Subsidiaries or the Properties or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, Properties or any other properties or assets or operations of either of the Transaction Entities or any of their respective subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylawsby-laws, certificate of limited partnership, limited partnership agreement, limited liability company agreement Operating Partnership Agreement or other similar organizational document, as applicable, document of either of the Transaction Entities or any of their respective subsidiaries the Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesthe Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Transaction Entities nor Issuers, the Company or any of their respective subsidiaries is (A) in violation of its charter, bylawsmemorandum of association, certificate of limited partnership, limited partnership agreement, limited liability company agreement bye-laws or other similar organizational document, (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 either of the Transaction Entities Issuers, the Company or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of either of the Issuers, the Company or any of their respective Properties, assets or operations subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency (foreign or domestic) having jurisdiction over either of the Transaction Entities Issuers, the Company or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by either of the Transaction Entities Issuers and the Company with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action and do not and will not, whether with or without the giving of notice or passage of time or both, not conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, properties or assets or operations of either of the Transaction Entities Issuers, the Company or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylawsmemorandum of association, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, document of either of the Transaction Entities Issuers, the Company or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Issuers, the Company or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries Significant Subsidiary is (Ai) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as the case may be, of such entity, (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, deed of trust, note, lease or other agreement or instrument to which either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesproperties, assets or operations is subject (collectively, the “Agreements and Existing Instruments”), except for such defaults that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, or (Ciii) in violation of any statute, 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 either of the Transaction Entities Company or any of their respective its subsidiaries or their respective Propertiesproperties, assets or operations (each, each a “Governmental Entity”), except as applicable, except, with respect to clauses (ii) and (iii) only, for such violations that would notnot reasonably be expected to, singly individually or in the aggregate, result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and the any Terms Agreement and consummation of the transactions contemplated herein and in hereby or thereby or by the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Shares and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement Net Proceeds as described therein in the Prospectus under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge charge, claim or encumbrance upon any of the Propertiesproperties, assets or operations of either of the Transaction Entities Company or any of their respective its subsidiaries pursuant to, the Agreements and Existing Instruments (except for such conflicts, breaches, defaults, Debt Repayment Triggering Events, liens, charges or encumbrances that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either applicable of the Transaction Entities Company or any of their respective its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ writ, or decree applicable to the Company or any of its subsidiaries of any Governmental Entity, except in the case of except, with respect to clause (ii) only, for any such violation that would not, singly individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives the holder of any financing instrument (or any person acting on such holder’s behalf) ), issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such financing by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documentOrganizational Documents, (B) in default (or with the giving of notice or lapse of time would be in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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 or therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, Securities and deposit with the Concurrent iStar Placement Depositary of the Shares represented by the Offered ADSs and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in (A) any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, Organizational Document (as applicable, of either defined below) of the Transaction Entities Company or any of their respective its subsidiaries or (iiB) the violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of with respect to clause (ii) onlyB), for any such violation that violations as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, an “Organizational Documents” means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is (A) in violation of its charterdeclaration of trust, bylaws, certificate of limited partnership, agreement of limited partnership agreement, limited liability company agreement or other organizational document, (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 lease, hotel management agreement, franchise agreement or other agreement or instrument to which either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the Properties or any other properties or assets of the Company or operations any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of its subsidiaries or the Transaction Entities Properties or any of their respective subsidiaries or their respective Propertiesother properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement Agreement, the Master Forward Confirmations and any Confirmation by the Company and the Operating Partnership and the consummation of the transactions contemplated herein hereby and thereby (including the application of any of the proceeds from the issuance, sale and/or delivery of the Shares hereunder or the Confirmation Shares pursuant to any Confirmation as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”Prospectus) and compliance by the Transaction Entities Company and the Operating Partnership with their respective obligations hereunder under this Agreement, the Master Forward Confirmations and any Confirmation have been duly authorized by all necessary corporate trust, corporate, limited liability company or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge Lien upon the Properties or encumbrance upon any other properties or assets of any of the Properties, assets Company or operations of either of the Transaction Entities or any of their respective its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, liens, charges Events or encumbrances Liens that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charterdeclaration of trust, articles of incorporation, bylaws, certificate of limited partnership, agreement of limited partnership agreementpartnership, certificate of formation, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities Company or any of their respective its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other 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 the related financing by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company, the Operating Partnership nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company, the Operating Partnership or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company, the Operating Partnership or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance by the Company and the Operating Partnership (as applicable) of this Agreement and the Forward Sale Agreements and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including (x) the issuance and sale of the Primary Offered Securities, (y) the Concurrent iStar Placement issuance of any shares of Class A Common Shares to be issued and delivered by the Company pursuant to the Forward Sale Agreements and (z) the use of the net proceeds from the sale of the Primary Offered Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”” and the proceeds from the settlement of the Forward Sale Agreements) and compliance by the Transaction Entities Company and the Operating Partnership with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 (other than as expressly contemplated thereby) any lien, charge or encumbrance upon any properties or assets of the Properties, assets Company or operations of either of its subsidiaries or the Transaction Entities or any of their respective subsidiaries Operating Partnership pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, defaults or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or the Operating Partnership or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of this clause (ii) only), for any such violation violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries Such Selling Stockholder is not (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, 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 either of the Transaction Entities or any of their respective subsidiaries such Selling Stockholder is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets or operations of such Selling Stockholder is subject (collectively, “Selling Stockholder Agreements and Instruments”), except for such defaults that would notnot reasonably be expected, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities such Selling Stockholder with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Selling Stockholder 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries such Selling Stockholder pursuant to, the Selling Stockholder Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Selling Stockholder Repayment Events, Events or liens, charges or encumbrances that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of (a) the charter, bylaws, certificate bylaws or similar organizational document of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries such Selling Stockholder or (iib) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of clause (iib) onlyabove, for any such violation that would notnot reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect. As used herein, a “Selling Stockholder Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariessuch Selling Stockholder.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is (A) in violation of its charterarticles of association, bylaws, limited liability company agreement, certificate of limited partnership, agreement of limited partnership agreement, limited liability company agreement or other organizational document, (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 lease, hotel management agreement, strategic, development or franchise agreement or other agreement or instrument to which either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, Properties or any other assets or operations of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 or agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company or any of their respective its subsidiaries or their respective Properties, Properties or any other assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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 StatementStatements, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 of the Properties, Properties or any other assets or operations of either of the Transaction Entities Company or any of their respective its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (iA) the provisions of the charterarticles of association, bylaws, limited liability company agreement, certificate of limited partnership, agreement of limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities Company or any of their respective its subsidiaries or (iiB) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (iiB) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries The Administrator is not (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries Administrator is a party or by which it or any of them may be bound or to which any of their respective Properties, its properties or assets or operations is subject (collectively, “Administrator Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse EffectEffect or an Administrator Material Adverse Effect or materially and adversely affect the ability of the Administrator to consummate the transactions contemplated in the Company Agreements to which it is a party or the performance by the Administrator of its obligations hereunder and thereunder, or (C) in violation of any 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse EffectEffect or an Administrator Material Adverse Effect or materially and adversely affect the ability of the Administrator to consummate the transactions contemplated in the Company Agreements to which it is a party or the performance by the Administrator of its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement the Company Agreements to which the Administrator is a party and the consummation of the transactions contemplated therein and herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Administrator with their respective its obligations thereunder and hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 an Administrator 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Administrator pursuant to, the Administrator Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Administrator Repayment Events, Event or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse EffectEffect or an Administrator Material Adverse Effect or materially and adversely affect the ability of the Administrator to consummate the transactions contemplated in the Company Agreements to which it is a party or the performance by the Administrator of its obligations hereunder and thereunder), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities or any of their respective subsidiaries Administrator or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of clause (ii) onlyabove, for any such violation that would not, singly or in the aggregate, result in a Material Adverse EffectEffect or a Administrator Material Adverse Effect or materially and adversely affect the ability of the Administrator to consummate the transactions contemplated in the Company Agreements to which it is a party or the performance by the Administrator of its obligations hereunder and thereunder. As used herein, a an “Administrator Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesAdministrator.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries is the Subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of or in default under, nor will the execution, delivery or performance by the Company hereof or the consummation of the transactions contemplated hereby by the Company result in a violation of, or constitute a default under, (A) in violation the Amended and Restated Articles of its charterIncorporation, bylawsas amended, certificate or the Amended and Restated Bylaws, as amended, of limited partnership, limited partnership agreement, limited liability company agreement the Company or other the organizational documentdocuments of any of the Subsidiaries, (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 lease, indenture or other agreement or instrument instrument, to which either of the Transaction Entities Company or any of their respective subsidiaries the Subsidiaries is a party or by which it or any of them may be bound is bound, or to which any of their respective Properties, properties or assets of the Company or operations any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that have been waived or would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Company Material Adverse Effect. The execution, delivery and or performance of this Agreement and by the Company hereof or the consummation of the transactions contemplated herein hereby and in the Registration Statement, the General Disclosure Package and the Final Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Offered Securities and the use of the net proceeds from the sale of the Offered Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder Company have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that have been waived or would not, singly or in the aggregate, result in a Company Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.a

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is are (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective its subsidiaries is are a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties, assets or operations is of the Company or any of its subsidiaries are subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement thereof as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 of the Propertiesproperties, assets or operations of either of the Transaction Entities Company or any of their respective its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of (a) the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or (iib) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) onlyb), for any such violation that as would not, not singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other 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 the related financing by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Transaction Susser Entities nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documentOrganizational Documents, (B) in violation, breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute such a violation or breach of, or default in the performance or observance of any obligationunder, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which either any of the Transaction Susser Entities or any of their respective subsidiaries is or, at Closing, will be a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets or operations of any of the Susser Entities is subject (collectively, “Agreements and Instruments”), except for any such violations, breaches and defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either any of the Transaction Susser Entities or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for any such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Operative Agreements (as the case may be) and the consummation of the transactions contemplated herein hereby and thereby and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach or violation of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge Lien upon any properties or encumbrance upon assets of any of the Properties, assets or operations of either of the Transaction Susser Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for any such conflictsviolations, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse EffectEffect and other than Liens created pursuant to the Credit Facilities), nor will such action result in (x) any violation of (i) the provisions of the charter, bylaws, certificate Organizational Documents of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either any of the Transaction Susser Entities or any of their respective subsidiaries or (iiy) any applicable violation of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) onlyy), for any such violation violations that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either any of the Transaction Entities or any of their respective subsidiariesSusser Entities.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective its subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (B) in breach of or default under (nor has any event occurred that, with notice or passage of time or both, would constitute a default under) or in the performance or observance violation of any obligation, agreement, covenant of the terms or condition contained in provisions of any contract, 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 either of the Transaction Entities or any of their respective subsidiaries them is a party or by which it or any of them may be bound or to which any of them or their respective Properties, properties or assets or operations is subject (collectively, “Agreements and Instruments”), except for any such defaults breach, default, violation or event that would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in breach or violation of any law, statute, rule, regulation, judgment, decree, order, writ rule or decree regulation of any arbitrator, court, governmental agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for any such violations breach or violation that would not, singly 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 (i) herein and (ii) in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (iA) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or (iiB) any applicable law, statute, rule, regulation, judgment, decree, order, writ rule or decree regulation of any Governmental Entity, except in the case of clause (iiB) only, for any such violation violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect or as would not have a material adverse effect on the transactions contemplated by this Agreement. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its Subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company’s and each Guarantor’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein herein, the Company’s execution, delivery and performance of that certain Purchase Agreement (the “Equity Purchase Agreement”) among the Company and the underwriters named therein regarding the offering of common stock and the consummation of the transaction contemplated thereby, the Company’s execution, delivery and performance of that certain Stock Purchase Agreement (the “Xxxxx Acquisition Agreement”), dated as of December 20, 2009, regarding the acquisition of all of the outstanding common stock of Xxxxx Foods, Inc. and the consummation of the transactions contemplated thereby and the consummation of the transactions described in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company and by each Guarantor with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesits Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company, Viant LLC nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company, Viant LLC or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties or assets of the Company, assets Viant LLC or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would notnot reasonably be expected to, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company, Viant LLC or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company and Viant LLC with their respective obligations hereunder thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 PropertiesCompany, assets or operations of either of the Transaction Entities Viant LLC or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments Instruments, or violate any or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges charges, encumbrances or encumbrances violations that would notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company, Viant LLC or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effectsubsidiaries. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company, Viant LLC or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither None of the Transaction Entities Company nor any of their respective its subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the Credit Agreement) or to which any of their respective Properties, the properties or assets of the Company or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, Offering Memorandum by the General Disclosure Package Company and the Prospectus Guarantors (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company and the Guarantors with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, similar 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 Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of (A) the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or (iiB) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) onlyB), for any such violation that as would not, not singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company, the Operating Partnership nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Company, the Operating Partnership or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company, the Operating Partnership or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance by the Company and the Operating Partnership 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 (other than as expressly contemplated thereby) any lien, charge or encumbrance upon any properties or assets of the Properties, assets Company or operations of either of its subsidiaries or the Transaction Entities or any of their respective subsidiaries Operating Partnership pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, defaults or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or the Operating Partnership or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except except, in the case of this clause (ii) only), for any such violation violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor or any of their respective its subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreementby-laws, limited liability company agreement or other similar organizational document, (B) in default (or with the giving of notice or passage of time in default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreementagreement (including the debt agreements and public bonds of the Selling Stockholder referenced in the Registration Statement, the General Disclosure Package and the Prospectus), note, lease or other agreement or instrument to which either of the Transaction Entities Company or any of their respective its subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the properties or assets of the Company or operations any subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly individually or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”)) having jurisdiction over the Company or its subsidiaries or any of their respective properties, assets or operations, except for such violations that would not, singly individually or in the aggregate, 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, Securities to be sold by the Concurrent iStar Placement Company and the use of the net proceeds from the sale of the such Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action of the Company and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of (x) the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any of their respective its subsidiaries or (iiy) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (iiy) only, above for any such violation violations that would not, singly individually or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective its subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries its Subsidiaries is (A) in violation or in default (or, with the giving of notice or lapse of time or both, would be in default) (“Default”) under its charterCharter, bylawsBylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other similar organizational document, (B) in default in the performance or observance of Default under any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement agreement, obligation, condition, covenant or instrument to which either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, the property or assets of the Company or operations any of its Subsidiaries is subject (collectivelyeach, an “Agreements and InstrumentsExisting Instrument”) or (C) in violation of 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 any of its Subsidiaries or any of its or their respective properties (each, a “Governmental Entity”), as applicable, except for such defaults that Defaults or violations as would not, singly individually or in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written communication from any Governmental Entity asserting that the Company or any Subsidiary is not in compliance with any statute, or (C) in violation of any law, statute, rule, regulation, judgmentdecision, order, writ directive or decree of any arbitrator, court, governmental agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), order except for such violations that noncompliance as would not, singly individually or in the aggregate, result in a Material Adverse Effect. The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in hereby, by the Registration StatementIndenture, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”A) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not action and will notnot result in any Default under the Charter, whether with Bylaws, or without similar organizational document of the giving of notice Company or passage of time or bothany Subsidiary, (B) will not conflict with or constitute a breach of, or default Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Properties, assets or operations of either of the Transaction Entities Company or any of their respective subsidiaries its Subsidiaries pursuant to, or require the Agreements consent of any other party to, any Existing Instrument, and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor C) will such action not result in any violation of (i) the provisions of the charterany statute, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ order or decree applicable to the Company or any of its Subsidiaries of any Governmental Entity, Entity except in the case of clause (ii) only, for any such violation that Defaults or violations as would not, singly individually or in the aggregate, result in a Material Adverse Effect. The Company and its Subsidiaries are not required to obtain consent, approval, authorization or other order of, or make any registration or filing with, any court or other governmental or regulatory authority or agency in connection with the Company’s execution, delivery or performance of this Agreement or consummation of the transactions contemplated hereby, by the Indenture, the Disclosure Package or the Prospectus, except such as may be required under the blue sky laws of any jurisdiction and except for the registration of the Notes under the Securities Act and any filing required to be made on a Current Report on Form 8-K under the Exchange Act related to the announcement, pricing and closing of the offering of the Notes and such consents, approvals, authorizations, order and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), in each case, in connection with the purchase and distribution of the Notes by the Underwriters in the manner contemplated herein and in the Registration Statement, the Disclosure Package and the Prospectus, excluding any consent, approval, authorization, filing order, registration or filing the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives gives, or with the giving of notice or lapse of time or both would give, the holder of any financing instrument note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) issued by the Company, the right to require the repurchase, redemption or repayment of all or a portion of such financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesits Subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither the issuance and sale of the Transaction Entities Units nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or default or Repayment Event (as defined below) under, or imposition of any lien, charge or encumbrance upon any property or assets of any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documentthe Partnership Entities pursuant to, (Bi) in default in the performance or observance Organizational Documents, (ii) the terms of any obligationindenture, agreement, covenant or condition contained in any contract, indenturelease, mortgage, deed of trust, loan or credit note agreement, note, lease loan agreement or other agreement agreement, obligation, condition, covenant or instrument to which either any of the Transaction Partnership Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of its or their respective Properties, assets or operations property is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (Ciii) in violation of any statute, law, statute, rule, regulation, judgment, order, writ order or decree applicable to any of the Partnership Entities of any arbitrator, court, governmental agency or body, regulatory body, administrative agency agency, governmental body, arbitrator or other authority, body or agency authority having jurisdiction over either any of the Transaction Partnership Entities or any of their respective subsidiaries properties in a proceeding to which any of them or their respective Properties, assets or operations property is a party (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregatecase of clauses (ii) or (iii) or Liens securing obligations under the Credit Agreement, result in where such breach or violation would not 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 (including the issuance and sale of the Securities, the Concurrent iStar Placement Units and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement thereof as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Partnership Parties with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership requisite 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 of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other 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 the related financing by either of the Transaction Entities or any of their respective subsidiariesPartnership Entities.

Absence of Violations, Defaults and Conflicts. Neither None of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charter, bylaws, certificate of limited partnership, agreement of limited partnership agreement, limited liability company agreement or other similar organizational document, (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 either any of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of the Assets or any other assets of the Transaction Entities or any of their respective Properties, assets or operations subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in reasonably be expected to 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either any of the Transaction Entities or any of their respective subsidiaries or any of their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement Agreement, the other Operative Documents and the Reorganization Documents 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, Securities to be purchased by the Concurrent iStar Placement Underwriters from the Company and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement thereof as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Entities, TDC and SDTS with their respective obligations hereunder and thereunder, to the extent a party thereto, have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 of the Properties, properties or assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect), nor will such action result in any violation of the provisions of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreementformation, limited liability company agreement, certificate of limited partnership, agreement of limited partnership or other similar organizational document, as applicable, of either document of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only), for any such violation that would not, singly or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiaries.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Company nor any of their respective subsidiaries Senseonics is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement bylaws or other similar organizational document, (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 either of the Transaction Entities Company or any of their respective subsidiaries Senseonics is a party or by which it or any one of them may be bound or to which any of their respective Properties, properties or assets or operations is are subject (collectively, “Agreements and Instruments”), except for such defaults that would not, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Company or Senseonics or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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 Time of Sale Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Company with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action on the part of the Company and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Properties, assets Company or operations of either of the Transaction Entities or any of their respective subsidiaries Senseonics pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Company or any Senseonics or, except as would not be reasonably expected to result in a Material Adverse Effect and adversely affect the consummation of their respective subsidiaries or (ii) the transactions contemplated in this Agreement, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities Company or any of their respective subsidiariesSenseonics.

Absence of Violations, Defaults and Conflicts. Neither of TCP nor the Transaction Entities nor any of their respective subsidiaries General Partner is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, formation or limited liability company agreement or other organizational documentoperating agreement, (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 either of TCP or the Transaction Entities or any of their respective subsidiaries General Partner is a party or by which it or any either of them may be bound bound, or to which any of their respective Properties, the properties or assets of TCP or operations the General Partner is subject (collectively, the “TCP/General Partner Agreements and Instruments”), except for such defaults that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect, or (C) 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Advisory Agreements, the Administration Agreement and the SVCP LP Agreement, as applicable, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein in the Prospectus relating to the Placement Securities under the caption “Use of Proceeds”) and compliance by TCP and the Transaction Entities General Partner with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 TCP/General Partner 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 TCP or the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries General Partner pursuant to, the TCP/General Partner Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or TCP/General Partner Repayment Events, Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, formation or the limited liability company operating agreement of TCP or other organizational document, as applicable, of either of the Transaction Entities General Partner or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “TCP/General Partner Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of TCP or the Transaction Entities or any of their respective subsidiariesGeneral Partner.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries is (A) in violation of its charterDeclaration of Trust, bylawsBylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, (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 either of the Transaction Entities or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of their respective Properties, assets or operations is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities with their respective obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charterDeclaration of Trust, bylawsBylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational document, as applicable, of either of the Transaction Entities or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any 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 financing by either of the Transaction Entities or any of their respective subsidiaries.a

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities Trust nor the Operating Partnership or any of their respective subsidiaries Subsidiary thereof is (A) in violation of its trust agreement, partnership agreement, charter, bylaws, certificate of limited partnershipformation, limited partnership operating agreement, limited liability company agreement by-laws or other similar organizational document, (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 either of the Transaction Entities Trust, the Operating Partnership or any of their respective subsidiaries such Subsidiary is a party or by which it or any of them may be bound or to which any of their respective Propertiesthe properties or assets of the Trust, assets the Operating Partnership or operations any such Subsidiary is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, 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 agency or body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over either of the Transaction Entities Trust, the Operating Partnership or any such Subsidiary or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Trust and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate trust or limited partnership action, as applicable, 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 PropertiesTrust, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Operating Partnership and the Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the chartertrust agreement, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement charter, by-laws or other similar organizational document, as applicable, of either document of the Transaction Entities Trust or any of their respective subsidiaries its Subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument mortgage, note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such financing indebtedness by either of the Transaction Entities Trust, the Operating Partnership or any of their respective subsidiariesSubsidiary.

Absence of Violations, Defaults and Conflicts. Neither of the Transaction Entities nor any of their respective subsidiaries The Fund is not (A) in violation of its charter, charter or bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement or other organizational documenteach as amended from time to time, (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 either of the Transaction Entities or any of their respective subsidiaries it is a party or by which it or any of them may be bound bound, or to which any of their respective Properties, the properties or assets or operations of the Fund is subject (collectively, “Agreements and Instruments”), ) except for such defaults that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Effect or (C) in violation of any 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 either the Company or any of the Transaction Entities its subsidiaries or any of their respective subsidiaries or their respective Propertiesproperties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, 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 Advisory Agreement dated as of [·], 2013 between the Fund and the Adviser (the “Investment Advisory Agreement”), the Master Custodian Agreement dated as of June 11, 2013 between the Fund and State Street Bank and Trust Company (“State Street”) (the “Custodian Agreement”), the Transfer Agency and Service Agreement dated as of November 30, 2012 between the Fund and State Street (as amended, the “Transfer Agency Agreement”), the Administration Agreement dated as of November 30, 2012, between the Fund and State Street (as amended, the “Administration Agreement”), the initial subscription agreement dated as of June 13, 2013 between the Fund and Ares Investment Holdings LLC (the “Initial Subscription Agreement”), the Trademark License Agreement dated as of [·], 2013 between the Fund and Ares Management LLC (the “Trademark License Agreement”) and the Investor Support Services Agreement dated as of [·], 2013 between the Fund and Destra Capital Investments LLC (“Destra”) (the “ISS Agreement”) (collectively, the “Fund Agreements”), 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, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by the Transaction Entities Fund with their respective its obligations hereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, action under applicable Maryland Law 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 Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries Fund pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or Repayment Events, Events or liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of (i1) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, limited liability company agreement charter or other organizational document, as applicable, of either bylaws of the Transaction Entities or any of their respective subsidiaries Fund, each as amended from time to time, or (ii2) any applicable law, statute, rule, regulation, ordinance, judgment, order, writ or decree of any Governmental Entity, Entity (except in the case of clause (ii) only2), for any such violation violations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of the Transaction Entities or any of their respective subsidiariesFund.

Absence of Violations, Defaults and Conflicts. Neither of TCP nor the Transaction Entities nor any of their respective subsidiaries General Partner is (A) in violation of its charter, bylaws, certificate of limited partnership, limited partnership agreement, formation or limited liability company agreement or other organizational documentoperating agreement, (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 either of TCP or the Transaction Entities or any of their respective subsidiaries General Partner is a party or by which it or any either of them may be bound bound, or to which any of their respective Properties, the properties or assets of TCP or operations the General Partner is subject (collectively, the “TCP/General Partner Agreements and Instruments”), except for such defaults that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect, or (C) 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 either of the Transaction Entities or any of their respective subsidiaries or their respective Properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect. The execution, delivery and performance of this Agreement, the Investment Advisory Agreements, the Administration Agreement and the SVCP LP Agreement, as applicable, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities, the Concurrent iStar Placement Securities and the use of the net proceeds from the sale of the Securities and the Concurrent iStar Placement as described therein under the caption “Use of Proceeds”) and compliance by TCP and the Transaction Entities General Partner with their respective its obligations hereunder and thereunder have been duly authorized by all necessary corporate or limited partnership action, as applicable, 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 TCP/General Partner 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 TCP or the Properties, assets or operations of either of the Transaction Entities or any of their respective subsidiaries General Partner pursuant to, the TCP/General Partner Agreements and Instruments (except for such conflicts, breaches, defaults, defaults or TCP/General Partner Repayment Events, Events or liens, charges or encumbrances that would not, singly individually or in the aggregate, reasonably be expected to result in a TCP Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the charter, bylaws, certificate of limited partnership, limited partnership agreement, formation or the limited liability company operating agreement of TCP or other organizational document, as applicable, of either of the Transaction Entities General Partner or any of their respective subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clause (ii) only, for any such violation that would not, singly or in the aggregate, result in a Material Adverse Effect. As used herein, a “TCP/General Partner Repayment Event” means any event or condition which gives the holder of any financing instrument 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 financing indebtedness by either of TCP or the Transaction Entities or any of their respective subsidiariesGeneral Partner.