Common use of Authorization of Agreements Clause in Contracts

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) The Indenture has been duly authorized, executed and delivered by the Company and, when executed and delivered by the Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Supplemental Indenture has been duly authorized by the Company and, at the Closing Time, will be executed and delivered by the Company and, when executed and delivered by the Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (D) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Debt Warrants and, when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (CE) If applicable, the Deposit DTC Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten the Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (Aa) This AgreementThe Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Investment Advisory Agreement Transaction Agreements, to issue and sell the shares of Series A Convertible Preferred Stock to be sold to the Investor (or its permitted designee) hereunder and the Administration Agreement shares of Common Stock issuable upon the conversion thereof and to otherwise consummate the transactions contemplated hereby and thereby and such issuance, sale and delivery of such shares of Series A Convertible Preferred Stock to the Investor (or its permitted designee) will convey to the Investor (or its permitted designee) (and any issuance of Common Stock upon any such conversion will convey to the Person to whom such Common Stock is issued) good and marketable title to such shares, free and clear of all Liens, other than Liens arising pursuant to any Transaction Agreement. The execution, delivery and performance of the Transaction Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby, have each been approved by the Board of Directors (by the vote of the directors as advised by the Company to the Investor in writing prior to the execution of this Agreement) and have been duly authorized, executed and delivered authorized by all other necessary corporate action on the part of the Company. The Investment Advisory Company has taken the corporate action necessary to approve the transactions contemplated by this Agreement for purposes of Section 490.1109 of the Business Corporation Act of the State of Iowa and to provide that the Transaction Agreements and the Administration Agreement are valid and binding obligations transactions contemplated thereby shall be exempt from the requirements of any "moratorium," "control share," "fair price" or other anti-takeover laws or regulations of any state which, to the knowledge of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may is reasonably likely to otherwise be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be broughtapplicable thereto. (Bb) If applicable, Each of this Agreement and the Warrant Rights Agreement will Amendment have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when executed and delivered by the Warrant Agent, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws now or thereafter in effect relating to affecting creditors’ ' rights generally and (ii) to general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicableequity. The Registration Rights Agreement, the Deposit Agreement (as defined below) when executed, will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws now or thereafter in effect relating to affecting creditors’ ' rights generally and (ii) to general principles of equity equity. (c) The execution, delivery and performance of the Transaction Agreements and the discretion acquisition of the court before which any proceeding therefor may be broughtShares contemplated thereby and the issuance of Common Stock to the Investor Group upon the conversion thereof in accordance with the Certificate of Designation for the Series A Convertible Preferred Stock will not cause a Distribution Date or constitute a Triggering Event, a Section 11(a)(ii) Event or a Section 13 Event (in each case, as defined in the Amended Rights Agreement) under the Amended Rights Agreement.

Authorization of Agreements. (Aa) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each has been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (Bb) If applicable, the Warrant Agreement will have The Indenture has been duly authorized, executed and delivered by the Company prior to and the issuance of any applicable Warrants and, when executed Trustee and delivered by the Warrant Agent, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (iA) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, (iiB) general principles of equity and the discretion of the court before which any proceeding therefor may be broughtbrought or (C) the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (regardless of whether enforceability is considered in a proceeding in equity or law). (Cc) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (iA) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, (iiB) general principles of equity and the discretion of the court before which any proceeding therefor may be broughtbrought or (C) the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (regardless of whether enforceability is considered in a proceeding in equity or law).

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration International Purchase Agreement have each been duly authorized, executed and delivered by each of Dura and SDC II. (B) The Warrant Agreement (as hereinafter defined) has been duly authorized by Dura, and when executed and delivered by Dura and the Company. The Investment Advisory Warrant Agent thereunder, will constitute a valid and binding agreement of Dura, enforceable against Dura in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (C) Each of the Development Agreement, the Technology Agreement, the Albuterol and Product Option Agreement, the Manufacturing and Marketing Agreement and the Administration Services Agreement are (each as defined in the Prospectuses, and collectively referred to herein as the "Transaction Agreements") has been duly authorized by Dura and SDC II and, in the case of the Technology Agreement, Dura, SDC II, SDC and DDSI, and when executed and delivered by Dura and SDC II, and, in the case of the Technology Agreement, Dura, SDC II, SDC and DDSI, will constitute valid and binding obligations agreements of each of Dura, SDC II, SDC and DDSI, as the Companycase may be, enforceable against the Company Dura, SDC II, SDC and DDSI in accordance with their terms, except as the enforcement thereof may be subject to (i) limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws now or thereafter in effect relating to affecting enforcement of creditors’ ' rights generally and (ii) except as enforcement thereof is subject to general principles of equity and the discretion (regardless of the court before which any whether enforcement is considered in a proceeding therefor may be broughtin equity or at law). (B) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (Ai) This Agreement, the Investment Advisory Agreement and the Administration Agreement Material Agreements have each been duly authorizedauthorized by all requisite action on the part of any Triangle Entity that is a party thereto, executed and delivered by such Triangle Entity, as of the Companydates noted therein, and complies in all material respects with all applicable provisions of the 1940 Act. The Investment Advisory Agreement Assuming due authorization, execution and delivery by the Administration Agreement are other parties thereto, each such agreement constitutes a valid and binding obligations agreement of the Companysuch Triangle Entity, enforceable against the Company in accordance with their its terms, except as the enforcement thereof rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy and subject to (i) the qualification that the enforceability of such Triangle Entity’s obligations hereunder and thereunder may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws now or thereafter in effect relating to or affecting creditors’ rights generally generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, the Warrant Agreement will have The Indenture has been duly authorized, and, at the Closing Time, will be executed and delivered by the Company prior to the issuance of any applicable Warrants and, and when executed and delivered by the Warrant Agent, Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (iA) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (iiB) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (Ciii) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (iA) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (iiB) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (Ai) This AgreementAgreement has been duly authorized, executed and delivered by the Company. (ii) The Investment Advisory Management Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The , and assuming due authorization, execution and delivery by the Investment Advisory Agreement Adviser and the Administration Agreement Administrator, respectively, each are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to affecting creditors’ rights generally and (including without limitation all laws relating to fraudulent transfers), (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law) and the discretion (iii) any principles of the court before which any proceeding therefor may be broughtpublic policy. (Biii) If applicableThe Warrant Agreement has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and when executed and delivered by the Warrant Agent will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be to the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers), (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law) and (iii) any principles of public policy. (iv) [The deposit agreement (the “Deposit Agreement”), pursuant to which Preferred Stock is deposited among the Company, the Warrant financial institution named in the Deposit Agreement (the “Deposit Agent”) and the holders of the Depositary Receipts issued thereunder, will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants andUnderwritten Securities, and when executed and delivered by the Warrant Deposit Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to affecting creditors’ rights generally and (including without limitation all laws relating to fraudulent transfers), (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity and the discretion of the court before which any proceeding therefor may be brought. (Cor at law) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (iiiii) general any principles of equity and the discretion of the court before which any proceeding therefor may be broughtpublic policy.]

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) The Indenture has been duly authorized, executed and delivered by the Company and, when executed and delivered by the Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Supplemental Indenture has been has been duly authorized by the Company and, at the Closing Time, will be executed and delivered by the Company and, when executed and delivered by the Trustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (D) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Debt Warrants and, when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (CE) If applicable, the Deposit DTC Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten the Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This AgreementAgreement has been duly authorized, executed and delivered by the Investment Advisory Agreement Company and the Administration Operating Partnership. The Articles Supplementary to the Company’s charter setting forth the terms of the Securities (the “Articles Supplementary”) will be, prior to the Closing Time, duly authorized, executed and filed by the Company with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”). The amendment to the Amended and Restated Agreement have each of the Operating Partnership setting forth the terms of the Preferred Units (the “Operating Partnership Agreement Amendment”) will be, prior to the Closing Time, duly authorized, executed and delivered. The Operating Partnership Agreement Amendment will, prior to the Closing Time, constitute a legally valid and binding agreement of the Operating Partnership enforceable against the Operating Partnership in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. Each of the Formation Transaction Documents in connection with the Company’s Formation Transactions has been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement , the Operating Partnership and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company Predecessor Entities (in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior each case to the issuance of any applicable Warrants and, when executed extent that it is a party thereto) and delivered by the Warrant Agent, will constitute is a valid and binding obligation agreement of the CompanyCompany and its subsidiaries and the Predecessor Entities, in each case to the extent that it is a party thereto, enforceable against the Company each of them that is a party thereto in accordance with its terms, except as to the enforcement thereof extent that such enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws now or thereafter in effect relating to or affecting creditors’ rights generally and (ii) general principles of equity and the discretion except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. There have been no amendments, alterations, modifications or waivers of any of the court before which provisions of any proceeding therefor may be brought. (C) If applicableof the Formation Transaction Documents since their date of execution, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities andCompany’s knowledge, when executed by the Depositary (as defined below), and will there exists no event or condition that would constitute a valid and binding obligation default or event of default under any of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be broughtFormation Transaction Documents.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ ' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants andWarrants, and when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ ' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities andSecurities, and when executed by the Depositary (as defined below)Depositary, and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ ' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants andWarrants, and when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities andSecurities, and when executed by the Depositary (as defined below)Depositary, and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, the Warrant Agreement will have The Indenture has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, and when executed and delivered by the Warrant Agent, Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit Warrant Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below)Debt Warrants, and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ ' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, the Warrant Agreement will have The Indenture has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, and when executed and delivered by the Warrant Agent, Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ ' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit Warrant Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below)Debt Warrants, and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ ' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Seventh Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Date, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Fourteenth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Tenth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Investment Management Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory This Agreement and the Administration Investment Management Agreement are each valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Eleventh Supplemental Indenture) has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Management Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Management Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law); and (iii) principles of public policy. (B) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law); and (iii) principles of public policy. (C) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law); and (iii) principles of public policy.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Thirteenth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Eighth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Date, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (Aa) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each has been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (Bb) If applicable, the Warrant Agreement will have The Base Indenture has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when executed and delivered by the Warrant Agent, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (Cc) If applicableThe Second Supplemental Indenture has been duly authorized, and, at the Deposit Closing Time, will be duly executed and delivered by the Company and, when duly executed and delivered by the Trustee, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (d) The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Investment Management Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory This Agreement and the Administration Investment Management Agreement are each valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) The Indenture has been duly authorized, executed and delivered by the Company and, when executed and delivered by the Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Supplemental Indenture has been duly authorized by the Company and, at the Closing Time, will be executed and delivered by the Company and, when executed and delivered by the Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (D) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Debt Warrants and, when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (CE) If applicable, the Deposit DTC Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten the Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Seventeenth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (Aa) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each has been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (Bb) If applicable, the Warrant Agreement will have The Base Indenture has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants andCompany, when executed and delivered by the Warrant Agent, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (Cc) If applicableThe First Supplemental Indenture has been duly authorized, executed and delivered by the Deposit Company, and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (d) The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Fifth Supplemental Indenture has been duly authorizedauthorized by the Company and, as of the Closing Date, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants andCompany, when and assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Fourteenth Supplemental Indenture) has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Ninth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (Aa) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each has been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (Bb) If applicable, the Warrant Agreement will have The Indenture has been duly authorizedauthorized and, at the Closing Time, will be executed and delivered by the Company prior to the issuance of any applicable Warrants and, and when executed and delivered by the Warrant Agent, Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (iA) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, (iiB) general principles of equity and the discretion of the court before which any proceeding therefor may be broughtbrought or (C) the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (regardless of whether enforceability is considered in a proceeding in equity or law). (Cc) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (iA) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, (iiB) general principles of equity and the discretion of the court before which any proceeding therefor may be broughtbrought or (C) the enforceability of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation (regardless of whether enforceability is considered in a proceeding in equity or law).

Authorization of Agreements. (A) This Agreement, the Investment Advisory Management Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Management Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law); and (iii) principles of public policy. (B) The Base Indenture has been duly authorized, executed and delivered by the Company and, when executed and delivered by the Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law); and (iii) principles of public policy. (C) If applicable, the Supplemental Indenture has been duly authorized, executed and delivered by the Company and, when executed and delivered by the Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law); and (iii) principles of public policy. (D) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Debt Warrants and, when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. , including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (C) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance regardless of any applicable Underwritten Securities and, when executed by the Depositary (as defined belowwhether considered in a proceeding in equity or at law), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally ; and (iiiii) general principles of equity and the discretion of the court before which any proceeding therefor may be broughtpublic policy.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Twelfth Supplemental Indenture) has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Fifteenth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Sixth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Date, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Fifth Supplemental Indenture) has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (Aa) This AgreementExcept as set forth in Section 3.2(a) of the Company Disclosure Schedule, each of the Investment Advisory Company and the Bank has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Administration Transaction Agreements to which it is a party, to issue and sell the Preferred Shares and the Warrant, as applicable, and to otherwise consummate the transactions contemplated hereby and thereby and such issuance, sale and delivery of the Preferred Shares and the Warrant to the Investor will convey to the Investor good and marketable title thereto free and clear of all Liens (other than as set forth in this Agreement or the Transaction Agreements). The execution, delivery and performance of this Agreement and the Transaction Agreements, and the consummation by the Company and the Bank of the transactions contemplated hereby and thereby, have each been approved by the respective boards of directors of the Company and the Bank, and, except with respect to the matters requiring Shareholder Approval and except as set forth in Section 3.2(a) of the Company Disclosure Schedule, no other corporate proceedings on the part of the Company or the Bank are necessary to approve this Agreement or the Transaction Agreements and the consummation by the Company and the Bank of the transactions contemplated hereby and thereby. The Company’s board of directors has taken, prior to the execution of this Agreement, all such action required to be taken by it (to the extent that it has the legal authority to do so) to provide that this Agreement and the Transaction Agreements and the transactions contemplated hereby and thereby shall be exempt from the requirements of any “moratorium,” “control share,” “fair price” or other anti-takeover laws or regulations of any state. (b) This Agreement has been duly authorized, executed and delivered by a duly authorized officer of each of the Company. The Investment Advisory Agreement Company and the Administration Agreement are Bank and, assuming the due authorization, execution and delivery by the Investor, constitutes a valid and binding obligations obligation of the CompanyCompany and the Bank, enforceable against the Company and the Bank in accordance with their its terms, except as the enforcement thereof may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws now or thereafter in effect relating to affecting creditors’ rights generally and (ii) to general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicableequity. The Transaction Agreements, the Warrant Agreement when executed, will have been duly authorized, executed and delivered by a duly authorized officer of the Company prior to and the issuance of any applicable Warrants Bank, as applicable, and, when executed assuming the due authorization, execution and delivered delivery by the Warrant AgentInvestor, will constitute a valid and binding obligation of the CompanyCompany and the Bank, as applicable, enforceable against the Company and the Bank, as applicable, in accordance with its their terms, except as the enforcement thereof may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws now or thereafter in effect relating to affecting creditors’ rights generally and (ii) to general principles of equity and the discretion of the court before which any proceeding therefor may be broughtequity. (C) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Twelfth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (Aa) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each has been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (Bb) If applicable, the Warrant Agreement will have The Base Indenture has been duly authorized, and, at the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when duly executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (Cc) If applicableThe First Supplemental Indenture has been duly authorized, and, at the Deposit Closing Time, will be duly executed and delivered by the Company and, when duly executed and delivered by the Trustee, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (d) The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and or (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Tenth Supplemental Indenture) has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Seventeenth Supplemental Indenture) has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Sixteenth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Eighteenth Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) The Indenture has been duly authorized, executed and delivered by the Company and, when executed and delivered by the Trustee will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Warrant Agreement will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Debt Warrants and, when executed and delivered by the Warrant Agent, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit Agreement (as defined below) will have been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Thirteenth Supplemental Indenture) has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have Eleventh Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each has been duly authorized, executed and delivered by or on behalf of the Company. The Investment Advisory Agreement Selling Stockholder and the Administration Agreement are is a valid and binding obligations obligation of the CompanySelling Stockholder, enforceable against the Company Selling Stockholder in accordance with their its terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law; and (iii) principles of public policy. (B) If applicableThe Custody Agreement signed by the Selling Stockholder and [ ], as custodian (the Warrant Agreement will have “Custodian”), relating to the deposit of the Underwritten Securities to be sold by the Selling Stockholder (the “Custody Agreement”) has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Warrants and, when executed Selling Stockholder and delivered by the Warrant Agent, will constitute is a valid and binding obligation of the CompanySelling Stockholder, enforceable against the Company Selling Stockholder in accordance with its terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law; and (iii) principles of public policy. (C) If applicableThe Power of Attorney appointing certain individuals named therein as the attorneys-in-fact for the Selling Stockholder (each, an “Attorney-in-Fact”) to the Deposit Agreement extent set forth therein relating to the transactions contemplated hereby and by the General Disclosure Package and the Prospectus (as defined below) will have the “Power of Attorney”), has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), Selling Stockholder and will constitute is a valid and binding obligation of the CompanySelling Stockholder, enforceable against the Company Selling Stockholder in accordance with its terms, except as the enforcement thereof may be limited subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and generally, including without limitation all laws relating to fraudulent transfers; (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law; and (iii) principles of public policy.

Authorization of Agreements. (A) This Agreement, the Investment Advisory Agreement and the Administration Agreement have each been duly authorized, executed and delivered by the Company. The Investment Advisory Agreement and the Administration Agreement are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (B) If applicable, The Indenture (including the Warrant Agreement will have First Supplemental Indenture) has been duly authorizedauthorized by the Company and, as of the Closing Time, will be duly executed and delivered by the Company prior to the issuance of any applicable Warrants and, when assuming it has been executed and delivered by the Warrant AgentTrustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought. (C) If applicable, the Deposit The DTC Agreement (as defined below) will have has been duly authorized, executed and delivered by the Company prior to the issuance of any applicable Underwritten Securities and, when executed by the Depositary (as defined below), and will constitute is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.